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         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, June 29, 2018, Vol. 22, No. 179

                            Headlines

2806 PARADISE: Taps Law Office of Mike Beede as Legal Counsel
3601 CROSSROADS: Has Until Sept. 7 to File Chapter 11 Plan
505 CONGRESS: Committee Taps John F. Sommerstein as Counsel
550 SEABREEZE: Delays Plan Until Closing of Sale
84 ELTON: $800K Sale of Brooklyn Property to Badalov for $800K OK'd

A+ QUALITY HOME: Dismissal Conditioned on Payment of Court Fees
ABSOLUTE CONCRETE: Gets OK to Retain E. Suarez as Office Manager
ABSOLUTE CONCRETE: Gets OK to Retain J. Backes as Dispatch Manager
ABSOLUTE CONCRETE: Gets OK to Retain R. Backes as Yard Manager
ABT MOLECULAR: U.S. Trustee Unable to Appoint Committee

AHP HEALTHCARE: Moody's Rates $535M 8-Yr. Unsecured Notes 'Caa2'
AK STEEL: S&P Alters Outlook to Stable & Affirms 'B' CCR
AKC ENTERPRISES: Proposed Auction Sale of Personal Property Okayed
ALMAR SALES: Seeks to Hire RBBB Accountants as Accountant
AMERICAN CENTER: Creditors Seek Appointment of Chapter 11 Trustee

AMERICAN TIRE: Moody's Puts Caa2 CFR Under Review for Downgrade
AMWINS GROUP: Moody's Assigns Caa1 Senior Unsec. Notes Rating
ANDREW ECONOMAKIS: $590K Sale of Frederick Property to GBP Approved
APEX ADVISORS: Taps Josh Hintzen as Real Estate Broker
APTOS (CAYMAN): S&P Assigns 'B-' Corp Credit Rating, Outlook Stable

APTOS INC: Moody's Affirms B3 CFR & Rates New $260MM Sec. Debt B2
ARECONT VISION: July 9 Auction of All Assets Set
ASPEN LAKES: Case Summary & 19 Unsecured Creditors
ATS CONSOLIDATED: S&P Puts 'B' CCR on CreditWatch Positive
AUSTLEN BABY: Seeks Interim Access to Cash Collateral

AVIS BUDGET: S&P Affirms 'BB' Corp. Credit Rating, Outook Stable
BALL CORP: Moody's Affirms Ba1 CFR Amid US Food/Aerosol Sale Deal
BARCELONA APARTMENTS: Seeks Access to Fannie Mae Cash Collateral
BAYTEX ENERGY: Egan-Jones Hikes Senior Unsecured Ratings to B+
BELFOR HOLDINGS: Moody's Alters Outlook to Pos. & Affirms B1 CFR

BG PETROLEUM: Disclosure Statement Hearing Set for July 27
BLUE COLLAR: Aug. 7 Plan Confirmation Hearing
BLUE EAGLE FARMING: Taps Finley President as Restructuring Advisor
BLUESTEM BRANDS: Moody's Alters Outlook to Neg. & Affirms Caa1 CFR
BOOZ ALLEN: Moody's Alters Outlook to Stable & Affirms Ba2 CFR

BOOZ ALLEN: S&P Rates New Senior Secured Credit Facilities 'BB'
BWAY HOLDING: Moody's Affirms B3 CFR, Outlook Negative
BWAY HOLDING: S&P Raises Corp. Credit Rating to 'B', Outlook Stable
C.J. HEALTH RECORD: Case Summary & 13 Unsecured Creditors
CAMELOT CLUB: Taps Alliance CAS as Special Counsel

CARROLS RESTAURANT: Moody's Hikes CFR & Sr. Secured Notes to B2
CF INDUSTRIES: Egan-Jones Hikes FC Senior Unsecured Rating to BB
CHECKOUT HOLDING: S&P Cuts Corp. Credit Rating to CCC, Outlook Neg.
CHS/COMMUNITY HEALTH: Fitch Rates New $1.027BB Secured Notes 'B'
CK ASSISTED: Disclosure Statement Hearing Set for July 30

CLEAR CHANNEL: S&P Lowers CCR to 'CCC+', Outlook Developing
CLINTON NURSERIES: Wants to Move Plan Exclusivity Period to Aug. 1
COMMUNITY HEALTH: Moody's Rates 1st Lien Notes Due 2024 'B3'
COMMUNITY HEALTH: S&P Cuts CCR to 'SD' on Unsecured Notes Exchange
CONFIE SEGUROS: Moody's Affirms Caa1 CFR & Alters Outlook to Neg.

CONSOLIDATED CONTAINER: S&P Raises CCR to 'BB-', Outlook Stable
COTIVITI CORP: Moody's Reviews Ba3 CFR for Downgrade
COUNTRY CLUB AT THE PARK: Hires Waterfall as Substitute Counsel
CYRUSONE LP: Moody's Hikes CFR & Sr. Unsec. Ratings to Ba2
D&M INVESTMENTS: $1.5M Sale of Former Ramada Hotel to Glenmark OK'd

DAYTON SUPERIOR: S&P Withdraws Ratings Due to Lack of Information
DEMOREST CITY: Moody's Assigns Ba1 Issuer Rating, Outlook Stable
DIAMONDBACK ENERGY: Moody's Hikes CFR to Ba2 & Notes Rating to Ba2
DISCOVERY INSURANCE: A.M. Best Hikes Issuer Credit Rating to 'bb+'
DONNIE EARNEST: $375K Sale of Panama City Beach Property Approved

DORIAN LPG: Posts $20.4M Net Loss in Fiscal Year Ended March 31
DOUGLAS SMITH: $2.3M Short Sale of Sea Bright Borough Property OK'd
DUN & BRADSTREET: S&P Rates $1.3-Bil. Unsecured Loans 'BB+'
EAST OAKLAND: Liquidation Analysis Modified in Latest Plan
ELITE RESORTS: Seeks to Hire ChildersLaw LLC as Counsel

ENDURO RESOURCE: July 17 Auction of All Assets Set
ERIC D. CARROLL: DOJ Watchdog Seeks Appointment of Trustee
EVERGREEN INFORMATION: Seeks Authority to Use Cash Collateral
EYEPOINT PHARMACEUTICALS: Sells 20.2M Units to EW Investors
FALLBROOK TECHNOLOGIES: Emerges from Chapter 11 Restructuring

FALLS AT ELK GROVE: Seeks to Hire Dahl Law as Attorney
FARWEST PUMP: Hires Waterfall Economidis as Substitute Counsel
FARWEST PUMP: Taps Talwar Law as Legal Counsel
FIRST QUALITY: S&P Alters Outlook to Negative & Affirms 'BB' CCR
FIRSTENERGY SOLUTIONS: $26M Sale of Two Aircrafts to FE Corp. OK'd

FLYING COW RANCH: Hires Wantman Group as Engineering Consultant
FOCUS FINANCIAL: Moody's Puts B1 CFR on Review for Upgrade
FTTE LLC: Given Until July 6 to File Plan of Reorganization
GALMOR'S/G&G: Seeks to Hire Tarbox Law as Counsel
GEOKINETICS INC: SAExploration Enters Into Asset Purchase Agreement

GIBRALTAR INDUSTRIES: Moody's Hikes CFR to Ba3, Outlook Stable
GIBSON BRANDS: Files Debt-for-Equity Reorganization Plan
GIBSON BRANDS: Hires Dentons US as Coordinating Counsel
GIBSON BRANDS: To Focus on Ukes & Traditional Guitars, CEO Says
GIRARD MANUFACTURING: Aug. 21 Disclosure Statement Hearing

GLENWOOD PROPERTY: Taps Vogel Bach as Legal Counsel
GLOBAL EAGLE: Moody's Assigns B3 CFR, Outlook Stable
GLOBAL HEALTHCARE: Incurs $212,200 Net Loss in First Quarter
GMP CAPITAL: DBRS Confirms Pfd-4(high) Rating on Preferred Shares
GPS HOSPITALITY: Moody's Assigns First-Time B3 CFR, Outlook Stable

GPS HOSPITALITY: S&P Assigns B- Corp. Credit Rating, Outlook Stable
GRANITE ACQUISITION: S&P Affirms 'B+' CCR, Outlook Stable
GRAY TELEVISION: Moody's Puts B1 CFR Under Review for Downgrade
GRAY TELEVISION: S&P Puts 'B+' CCR on CreditWatch Positive
GRIMM BROTHERS: Taps George Korkus as Realtor

GULF COAST MEDICAL: Hires Holmes Fraser as Litigation Counsel
GULLS PROPERTY: Disclosure Statement Hearing Set for July 31
GUY AMERICA: Taps McKinley Onua as Legal Counsel
H. BURKHART AND ASSOCIATES: Hires Burford & Henry as Broker
H.R.P. II: Hires Fox Rothschild as General Bankruptcy Counsel

HAIMARK LINE: Estate Sues Voyager Owner
HEARTLAND PROPERTIES: U.S. Trustee Unable to Appoint Committee
HELLER EHRMAN: Hires Bolling & Gawthrop as Special Counsel
HESS MANSFIELD: Trustee's $120K Sale of Audubon Property Approved
HG VENTURES: Seeks to Hire Calaiaro Valencik as Counsel

HIGHGATE LTC: Plan Trustee Taps Leonard Harris as Accountant
HOOK LINE: Unsecured Creditors May be Paid in Full Under Exit Plan
HORIZON GLOBAL: S&P Lowers CCR to 'CCC' on Weaker Credit Metrics
I-17 PROPERTIES: Taps Carmichael & Powell as Legal Counsel
IHEARTMEDIA INC: Aug. 2 Disclosure Statement Hearing

ILLINOIS STAR: Taps Vista Properties as Broker
INDIANA HOTEL: Taps Plunkett Cooney as Appellate Counsel
INFINITY CUSTOM: $1.8M Sale of Winter Park Property to Dias Okayed
INFINITY CUSTOM: $415K Sale of Winter Park Property to Austin OK'd
INFINITY CUSTOM: $750K Sale of Winter Park Property Approved

INPIXON: Has 34.24 Million Outstanding Common Shares as of June 27
J+T LLC: Aug. 9 Evidentiary Hearing on Plan Outline
JENESS UNIFORM: Taps Stewart & Company as Accountant
JOHN MEAGLEY, JR: $680K Private Sale of DC Property to Reid Okayed
JOURNAL-CHRONICLE: Unsecureds to Recoup 15% in 10 Annual Payments

JUBEM INVESTMENTS: Amends Treatment of CPCDF's Secured Claim
JUPITER RESOURCES: S&P Lowers CCR to 'CCC+', Outlook Negative
KOFAX INC: S&P Alters Outlook to Stable & Affirms 'B' CCR
LAKEPOINT LAND: Wants to Obtain $5-Mil Loans, Use Cash Collateral
LAREDO PETROLEUM: Egan-Jones Hikes Senior Unsecured Ratings to BB

LC LIQUIDATIONS: $400K Sale of Gantry Crane to BWFS Approved
LDJ ENTERPRISE: Aug. 23 Hearing on Amended Plan Outline
LE CENTRE ON FOURTH: Exclusive Plan Filing Period Moved to July 25
LE-MAR HOLDINGS: May Continue Cash Collateral Use Until July 18
LEGAL COVERAGE: Trustee's Sale of Philadelphia Condo Unit 8 Okayed

LEGAL COVERAGE: Trustee's Sale of Philadelphia Penthouse Unit OK'd
LGI HOMES: S&P Assigns 'BB-' Corp Credit Rating, Outlook Stable
MARKPOL DISTRIBUTORS: Plan Exclusivity Period Extended to Oct. 29
MBIA INC: Egan-Jones Lowers Sr. Unsecured Ratings to B+
MCCLATCHY CO: Amends Framework Agreement With Chatham Asset

MCCLATCHY CO: Proposes to Offer $310M Of Senior Secured Notes
MCCLATCHY CO: S&P Rates $310MM Senior Secured Notes 'B-'
MCDERMOTT INT'L: Egan-Jones Lowers Senior Unsecured Ratings to B+
MEDAPOINT INC: $200K Sale of All Assets to DIP Lender Approved
MGM GROWTH: S&P Rates $200MM Senior Secured Debt Due 2023 'BB+'

MIAMI INTERNATIONAL: Delays Plan Until After Passage of Bar Dates
MICHELE MAYER: $110K Short Sale of Ivanhoe Property to Home Okayed
MITEL NETWORKS: S&P Cuts Corp. Credit Rating to 'B', Outlook Stable
MLN US: Moody's Assigns B3 Corp. Family Rating, Outlook Stable
NATHAN'S FAMOUS: Egan-Jones Lowers FC Sr. Unsecured Rating to B-

NEP GROUP: Fitch Assigns First-Time 'B+' LT IDR, Outlook Stable
NEWTON FALLS: Moody's Cuts GOULT Rating to Ba1, Outlook Negative
NIGHTHAWK ROYALTIES: Sale of All Nighthawk Production Assets Okayed
NORTHWEST HARDWOODS: S&P Alters Outlook to Stable & Affirms B- CCR
OCEAN CLUB: Proposes Plan to Exit Chapter 11 Protection

OWEN & FRED: Taps DelBello Donnellan as Legal Counsel
PACIFIC DRILLING SA: Credit Suisse to Support Ad Hoc Group Plan
PARQ HOLDINGS: Moody's Cuts CFR to Caa1 & Alters Outlook to Neg.
PB TECH SOLUTIONS: Seeks to Hire Whiteford Taylor as Counsel
PEARL AGGREGATE: Plan Outline Okayed, Plan Hearing on July 20

PELICAN REAL: $275K Sale of Smart Money's Websites to TGC Approved
PENTHOUSE GLOBAL: Trustee's $1.7M Sale of Brand Approved
PETROCHOICE HOLDINGS: Moody's Cuts CFR to B3, Outlook Stable
PETSMART INC: S&P Lowers Rating on Sr. Unsec. Notes to CC
PINNACLE COS: $200K Sale of 3 Patents to Resource West Approved

PINNACLE FOODS: Moody's Reviews Ba3 CFR for Upgrade
PONDEROSA ENERGY: Unsecureds to Recover 1.5% Under Liquidation Plan
PREFERRED PROPPANTS: S&P Raises CCR to 'CCC+' on Improved Liquidity
PROCESSING RESOURCES: Seeks to Hire Schneider & Stone as Counsel
QUALTEK USA: Moody's Assigns B3 Corp. Family Rating

QUALTEK USA: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable
QUANTUM CORP: Appoints Jamie Lerner as CEO and President
QUANTUM CORP: Terminates Nearly 100 Employees
RANDAL D. HAWORTH: Seeks to Hire Havkin & Shrago as Counsel
RENNOVA HEALTH: Will Issue $610,000 of Convertible Debentures

REV GROUP: Moody's Alters Outlook to Stable & Affirms B1 Ratings
RGIS HOLDINGS: S&P Alters Outlook to Negative & Affirms 'B-' CCR
RI STATE ENERGY: Moody's Alters Ratings Outlook to Stable
RIVER CREE: S&P Withdraws 'B' Long Term Corporate Credit Rating
RMS TITANIC: Disclosure Statement Hearing Set for July 25

ROBERT PHELPS: $245K Sale of Big Bear City Property to Ariases OK'd
RONALD AND GRACE: Taps NAI Atlantic as Realtor
ROSEGARDEN HEALTH: Trustee Taps Reid and Riege as Legal Counsel
SCHLETTER INC: Proposed Auction Sale of All Assets Approved
SCOTTISH HOLDINGS: Court Approves Disclosure Statement

SCOTTSBURG HOSPITALITY: Seeks Authorization to Use Cash Collateral
SENIOR OAKS: July 26 Hearing on Plan and Disclosures
SHIRAZ HOLDINGS: Court OK's Plan Outline; July 31 Plan Hearing
SM SEED: Taps R. Grace Rodriguez as Legal Counsel
SMART MODULAR: Moody's Hikes CFR to B2 on Penguin Acquisition

ST. JOHN'S RIVERSIDE: S&P Cuts Rating on Existing Rev. Debt to B-
STAR MOUNTAIN: Unsecured Claims to be Paid in Full Under Exit Plan
STAR WEST: Moody's Cuts Secured Loans to B2; Outlook Stable
STARLINE FLIGHT: Taps Dye & Moe as Legal Counsel
START LTD: S&P Assigns BB(sf) Rating on $36.9MM Class C Notes

STICHTER & STICHTER: Court Approves Amended Disclosure Statement
STOLLINGS TRUCKING: Unsecured Creditors to Get $500,000 Under Plan
STONERIDGE INC: S&P Affirms BB Corp. Credit Rating, Outlook Stable
SUNSHINE DAIRY: Sale of Real/Personal Property to Alpenrose Okayed
SUPERIOR PLUS: Moody's Assigns Ba2 CFR & Ba3 Sr. Unsec. Rating

SUPERIOR PLUS: S&P Affirms BB CCR & Rates $350MM Unsec. Notes BB
TENSAR CORP: S&P Affirms 'B-' Corp. Credit Rating, Outlook Stable
TI GROUP: Moody's Cuts Existing Term Loan Facilities to B1
TOPS HOLDING II: Taps Grafe Auction as Liquidation Consultant
TRANSOCEAN INC: Moody's Cuts CFR to B3 & Rates $1BB Revolver Ba3

TRANSOCEAN INC: S&P Rates New $1-Bil. Revolver Facility 'BB-'
TRAVELERS OF AMERICA: Aug. 1 Disclosure Statement Hearing
TRIDENT HOLDING: S&P Lowers CCR to 'SD', Off Watch Negative
TRINET USA: Moody's Assigns Ba2 CFR, Outlook Stable
TRINET USA: S&P Rates $675MM Senior Secured Credit Facility 'BB+'

TRONC INC: Moody's Withdraws B1 CFR on Term Loan Repayment
TWIN MILLS: July 30 Plan and Disclosure Statement Hearing
UNITED SECURITY: A.M. Best Assigns C-(Weak) Finc'l. Strength Rating
VARSITY BRANDS: S&P Puts 'B' CCR on CreditWatch Negative
VERITY HEALTH: S&P Alters Outlook to Stable on Revenue Shortfall

VILLAS DEL MAR: Banco Popular Wants to Ban Continued Cash Use
VORAS ENTERPRISE: Lease Termination Agreement with Him & Her Okayed
W W CONSTRUCTION: Exclusive Plan Filing Deadline Moved to June 29
WALL STREET LANGUAGES: Taps Klinger & Klinger as Accountant
WAND MERGER: Moody's Rates New $1.7BB Unsecured Notes 'B2'

WESCO INTERNATIONAL: S&P Hikes Rating on Unit's Unsec. Notes to BB
WILKINSON FLOOR: Taps Littler P.C. as Substitute Counsel
WMIH CORP: S&P Assigns 'B+' Issuer Credit Rating, Outlook Negative
WONDERWORK INC: Trustee Files Chapter 11 Plan of Liquidation
ZEBRA TECHNOLOGIES: Egan-Jones Hikes Sr. Unsecured Ratings to B

ZEBRA TECHNOLOGIES: Moody's Hikes CFR to Ba2, Outlook Positive
ZIVKO KNEZOVIC: $1.2M Sale Lincolnwood Property to Ardeleons Okayed
[*] Beard Group 25th Annual Distressed Investing Conference Nov. 26
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2806 PARADISE: Taps Law Office of Mike Beede as Legal Counsel
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2806 Paradise Isle, LLC, seeks approval from the U.S. Bankruptcy
Court for the District of Nevada to hire The Law Office of Mike
Beede, PLLC as its legal counsel.

The firm will assist the Debtor in the preparation of a plan of
reorganization; take legal actions to protect its bankruptcy
estate; and provide other legal services related to its Chapter 11
case.

Mike Beede will charge $300 per hour for attorneys and $100 per
hour for paraprofessionals.

The firm and its associates are "disinterested persons" as defined
in section 101(14) of the Bankruptcy Code, according to court
filings.

Mike Beede can be reached through:

     Michael Beede, Esq.
     The Law Office of Mike Beede, PLLC
     2470 St. Rose Parkway, Suite 307
     Henderson, NV 89074
     Tel: 702-473-8406
     Fax: 702-832-0248
     Email: eservice@LegalLV.com

                    About 2806 Paradise Isle

2806 Paradise Isle, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 18-12795) on May 14, 2018.
At the time of the filing, the Debtor estimated assets of less
than $500,000 and liabilities of less than $1 million.  Judge
Laurel E. Babero presides over the case.  The Law Office of Mike
Beede, PLLC, is the Debtor's counsel.



3601 CROSSROADS: Has Until Sept. 7 to File Chapter 11 Plan
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The Hon. Timothy A. Barnes of the U.S. Bankruptcy Court for the
Northern District of Illinois, at the behest of 3601 Crossroads,
LLC, has extended the exclusive period in which only the Debtor
will file a Plan to September 7, 2018 as well as the date by which
the Debtor will solicit acceptance of its plan to November 6,
2018.

The Troubled Company Reporter has previously reported that the
Debtor asked the Court to extend (a) the exclusivity period in
which to file its Plan and Disclosure Statement from July 5, 2018
to November 2, 2018; and (2) the date for the Debtor to solicit
acceptance of the Plan from Sept. 3, 2018 to Jan. 1, 2019.

The Debtor said that cause exists to extend the exclusivity period.
On April 27, 2018, Rialto Capital Advisors, LLC, Special Servicer
and Attorney-in-Fact on behalf of Wells Fargo Bank (the Debtor's
largest creditor) filed a Proof of Claim as Claim # 5, asserting
defaults. Claim #5 asserts "the Debtor is liable to and owes Lender
accrued and unpaid principal, interest, costs and fees, in the
aggregate amount of no less than $8,114,807.38."

The Debtor denied any defaults occurred under the Loan Documents
which form the basis of Claim #5. The Debtor asserted that although
it has timely paid all monthly mortgage obligations to its Lender,
the Bank's Master Servicer (Wells Fargo Bank, N.A.) delivered a
Notice of Sweep Event on July 22, 2016 and seized control of
Debtor's depository, reserve and excess cash accounts.

In this Notice, the Master Servicer claimed that a Sweep Event had
occurred because the Debt Service Coverage Ratio (DSCR) at the
Property -- a real estate located at 3601 Algonquin Road, Rolling
Meadows, Illinois where the Debtor manages as Landlord to
approximately 49 tenants -- had fallen below the level of 1.1 to
1.0. The Debtor has always denied that the DSCR ever fell below the
level of 1.1 to 1.0 to warrant the declaration of a Sweep Event in
2016.

The Debtor told the Court that it has repeatedly provided the Bank
with calculations and supporting financial reports showing that the
DSCR well exceeded the level of 1.2 to 1.0 through all of 2017 to
warrant termination of the Sweep Event. But the Bank has
persistently rejected Debtor's calculations of the DSCR for well
over a year -- all the while refusing to provide Debtor with proper
explanations of the Bank's adjustments to the DSCR.

Thus, in order to resolve Claim #5, the Debtor sought and obtained
leave to conduct Rule 2004 discovery on the Master Servicer and
Special Servicer. Similarly, Rialto filed a Motion for Order
Directing Debtor's Examination and Production of Documents Pursuant
to Bankruptcy Rule 2004, which was granted on May 15, 2018. The
Debtor told the Court that both parties are currently engaged in
significant discovery activities requiring substantial document
review. The parties also plan on conducting 2004 depositions of
various individuals.

The Debtor believed that the extension is necessary because it is
not possible to formulate any Plan of Reorganization until Claim #5
-- a secured claim accounting for 99.1% of the dollar value of all
claims filed -- is resolved. Accordingly, any delay caused by this
requested extension cannot prejudice the body of creditors because
unless and until this secured claim is disallowed these same
creditors would receive nothing or a de minimus distribution on
account of their claims.

Additionally, the Debtor asserted that no prejudice will result
from the extension of the exclusive periods because the Debtor
continues to operate the Property profitably and to make timely
monthly mortgage payments to its Lender (even though Debtor has not
yet received the release of $40,230.04 of Debtor's funds which were
agreed to over a month ago).

                     About 3601 Crossroads

3601 Crossroads, LLC is a real estate lessor that owns in fee
simple a property located at 3601 Algonquin Rd., Rolling Meadows,
Illinois, having an assessed value of $5.45 million. The Company
posted gross revenue of $2.51 million in 2017 and gross revenue of
$2.11 million in 2016.

The Debtor filed for Chapter 11 protection (Bankr. N.D. Ill. Case
No. 18-06600) on March 7, 2018.  In its petition signed by Thomas
L. Kolschowsky, senior vice president/corporate counsel, the Debtor
disclosed total assets of $5.47 million and liabilities totaling
$7.98 million.

The Hon. Timothy A. Barnes is the case judge.

John A. Lipinsky, Esq., of Clingen Callow & Mclean, LLC, serves as
the Debtor's counsel.


505 CONGRESS: Committee Taps John F. Sommerstein as Counsel
-----------------------------------------------------------
The official committee of unsecured creditors of 505 Congress
Street, LLC, seeks approval from the U.S. Bankruptcy Court for the
District of Massachusetts to hire The Law Offices of John F.
Sommerstein as its legal counsel.

The firm will advise the committee regarding any proposed plan of
reorganization or sale of the Debtor's property; conduct an
examination of the Debtor's affairs; and provide other legal
services related to its Chapter 11 case.

John Sommerstein, Esq., the attorney who will be representing the
committee, charges an hourly fee of $350.

Mr. Sommerstein disclosed in a court filing that his firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     John F. Sommerstein, Esq.
     The Law Offices of John F. Sommerstein
     98 N Washington St., Suite 104
     Boston, MA 02114
     Phone: 617-523-7474
     Email: jfsommer@aol.com

                     About 505 Congress Street

505 Congress Street, LLC, which conducts business under the name La
Casa de Pedro, is a familial dining destination for Latin cuisine.
Pedro Alarcon, owner and chef, serves dishes that highlight the
traditions of his native Venezuela and broader Latin American
heritage.  The restaurant has locations in the Boston Seaport and
Watertown Massachusetts.  

505 Congress Street sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 18-11352) on April 15,
2018.  In the petition signed by Pedro S. Alarcon, manager, the
Debtor estimated assets of less than $1 million and liabilities of
$1 million to $10 million.  Judge Joan N. Feeney presides over the
case.  The Debtor tapped Parker & Associates as its legal counsel.


550 SEABREEZE: Delays Plan Until Closing of Sale
------------------------------------------------
550 Seabreeze Development LLC requests the U.S. Bankruptcy Court
for the Southern District of Florida for a 75-day extension of the
Exclusivity Periods (a) to file Plan and Disclosure Statement
through and including Sept. 10, 2018; and (b) to solicit and obtain
acceptances of its Plan through and including Nov. 9, 2018.

The Debtor is the owner of a partially completed, 12 story resort
hotel to be known as the "Las Olas Ocean Resort" located at 550
Seabreeze Boulevard, Fort Lauderdale Florida. The Debtor also owns
(i) certain items of personal property, including construction
materials, that it acquired for the completion of construction of
and for use in the 550 Property, and (ii) certain architectural
drawings, plans and governmental permits.

In order to maximize the value of its assets for the benefit of all
stakeholders in this Chapter 11 case, the Debtor has made the
decision to proceed with the sale of the Property pursuant to
Sections 363 and 365 of the Bankruptcy Code to the highest and best
bidder. On June 22, 2018, the Debtor filed its Sale Motion. In
connection with the sale procedures the Debtor seeks to have
approved, the proposed Auction of the Property will occur on August
15, 2018 with a closing no later than August 31, 2018.

As set forth in the Sale Motion, the Debtor has commenced the
process of liquidating its assets, including the Property. The
Debtor also reserves the right to file a plan of liquidation in
this Chapter 11 case leading up to the proposed sale of its assets
and incorporate such sale into the plan as a means of implementing
such plan.

The Debtor has recently obtained post-petition financing to pay for
the maintenance, security and preservation of the 550 Property
pending the sale. The Debtor has also been in engaged in
discussions with its principal secured creditor, the Bancorp Bank,
concerning a host of issues and to date there have been no
contested matters in this chapter 11 case.

The Debtor submits that this is its first request for an extension
of the Exclusivity Period.

In addition, because the claims bar date is not until July 2, 2018,
the Debtor will need more time to evaluate the claims filed and
potentially resolve certain disputed claims prior to filing a Plan
of Liquidation.

                About 550 Seabreeze Development

550 Seabreeze Development LLC is a general contractor located in
Fort Lauderdale, Florida.  It is a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)).  The company filed as a
Florida limited liability in Florida in September 2003.

550 Seabreeze Development sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-12193) on Feb. 26,
2018.  In its petition signed by Kenneth Bernstein, authorized
representative, the Debtor estimated assets and liabilities of $10
million to $50 million.  Judge Raymond B. Ray presides over the
case.  Genovese Joblove & Battista, P.A., is the Debtor's legal
counsel.

No official committee of unsecured creditors has been appointed in
the Chapter 11 case.


84 ELTON: $800K Sale of Brooklyn Property to Badalov for $800K OK'd
-------------------------------------------------------------------
Judge Nancy Hershey Lord of the U.S. Bankruptcy Court for the
Eastern District of New York authorized 84 Elton, LLC's sale of (i)
its real property commonly known as 321 Pulaski Street, Brooklyn,
New York, identified under Block 1594, Lot 61, in the County of
Kings; and (ii) B&H Associates Group, LLC's real property commonly
known as 319 Pulaski Street, Brooklyn, New York, identified under
Block 1594, Lot 62, in the County of Kings, located directly next
to the Debtor's real property, to Nison Badalov for $1.6 million.

The Auction was held on May 17, 2018.  The Buyer's bid was the
highest and best bid received at the Auction Sale.  The Debtor is
entitled to 50% of the Purchase Price, to wit $800,000.  The second
highest bid of $1,575,000 was submitted by Herman Stark.  The
Debtor is entitled to 50% of the Purchase Price, to wit $787,500.

The sale is free and clear of all liens, claims, encumbrances and
interests.

Ii the event that the Buyer fails to close on the purchase of Real
Property and Adjacent Property, as included in the bulk sale of the
Properties, in accordance with the Bidding Procedure and the Order,
then the Debtor is authorized to retain in its entirety the good
faith deposit of the Buyer in the amount of $80,000 as liquidated
damages.

In the event that the Buyer fails to close on the purchase of Real
Property and Adjacent Property, as included in the bulk sale of the
Properties, in accordance with the Bidding Procedure and the Order,
then Debtor is entitled to close the sale of Real Property and
Adjacent Property, as included in the bulk sale of the Properties,
with the Backup Bidder for the Backup Bid, without seeking further
order of the Court.

In the event that Backup Bidder fails to close on the purchase of
Real Property and Adjacent Property, as included in the bulk sale
of the Properties, in accordance with the Bidding Procedure and the
Order, then the Debtor is authorized to retain in its entirety the
good faith deposit of Backup Bidder in the amount of $60,000 as
liquidated damages.

Upon the entry of the Order, the Debtor may return the deposits it
is in possession of, for the then proposed sale of Real Property as
an individual lot, of: (i) $60,000 from individual lot highest
bidder, Nissim Nizri; and (ii) $60,000 from individual lot second
highest bidder, Mattisyohu Davidson.

The 14-day stay period provided for under Bankruptcy Rule 6006(d)
will not be in effect and, under Bankruptcy Rule 7062, the Order
will be effective and enforceable immediately upon its entry.

                       About 84 Elton LLC

84 Elton LLC filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 18-40038) on Jan. 3, 2018, estimating under $1
million in assets and liabilities.  Avrum J. Rosen, Esq., at Rosen
Kantrow & Dillon, PLLC, is the Debtor's counsel.  MYC & Associates,
Inc., is the Debtor's real estate broker.


A+ QUALITY HOME: Dismissal Conditioned on Payment of Court Fees
---------------------------------------------------------------
The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida, at the behest of the U.S. Trustee,
has entered an order directing A+ Quality Home Health Care Inc. to
pay:

      (a) The United States Trustee the appropriate sum required
pursuant to 28 U.S.C. Section 1930(a)(6), and simultaneously file
with the Court all pending monthly operating reports through the
date of closing, indicating the cash disbursements for the relevant
periods since the period reported on the last Debtor-in-Possession
report filed by the Debtor.

      (b) The Bankruptcy Clerk of the Court any outstanding fees,
costs and charges in connection with this case.

The Court warns that the dismissal of the instant bankruptcy case
is conditional to the Debtor paying all outstanding U.S. Trustee
fees and the Clerk of Court's fees, costs, and charges. If the
Debtor fails to comply the Court's Order, the U.S. Trustee may seek
to vacate the instant Order and seek conversion of the bankruptcy
case to Chapter 7 on an expedited basis.

              About A+ Quality Home Health Care Inc.

Headquartered in Sunrise, Florida, A+ Quality Home Health Care Inc.
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
No. 16-25080) on Nov. 9, 2016, estimating its assets at up to
$50,000 and its liabilities at between $100,001 and $500,000.  The
petition was signed by its chief financial officer, Aston Rowe.
David W. Langley, Esq., at the law firm of David W. Langley serves
as the Debtor's bankruptcy counsel.

An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of A+ Quality Home Health Care
Inc. as of Jan. 17, 2017, according to a court docket.


ABSOLUTE CONCRETE: Gets OK to Retain E. Suarez as Office Manager
----------------------------------------------------------------
Absolute Concrete Services LLC received approval from the U.S.
Bankruptcy Court for the Eastern District of Louisiana to continue
to employ Erica Suarez as office manager.

Ms. Suarez has been employed by the Debtor for more than four
years.  As the person most familiar with the Debtor's books and
records, she will continue to monitor its finances and will oversee
the completion of its monthly operating reports.

Prior to the petition date, Ms. Suarez would receive compensation
of $59,540 per year or $4,961.67 per month, and would spend
approximately 40 hours per week.  This compensation arrangement
will stay in place during the Debtor's post-petition operations,
according to court filings.

                 About Absolute Concrete Services

Absolute Concrete Services LLC is a small business operating as a
concrete production plant.     

Absolute Concrete Services sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. La. Case No. 18-11235) on May 14,
2018.  In the petition signed by Linda Backes, managing member and
owner, the Debtor estimated assets of less than $50,000 and
liabilities of less than $500,000.  Judge Jerry A. Brown presides
over the case.  The Debtor hired The De Leo Law Firm LLC as its
legal counsel.


ABSOLUTE CONCRETE: Gets OK to Retain J. Backes as Dispatch Manager
------------------------------------------------------------------
Absolute Concrete Services LLC received approval from the U.S.
Bankruptcy Court for the Eastern District of Louisiana to continue
to employ Jessica Backes as dispatch manager.

Ms. Backes has been employed by the Debtor for more than five
years.  Prior to the petition date, she would receive compensation
of $42,952 per year or $3,579.33 per month, and would spend
approximately 60 to 70 hours per week.  This compensation
arrangement will stay in place during the Debtor's post-petition
operations, according to court filings.

                 About Absolute Concrete Services

Absolute Concrete Services LLC is a small business operating as a
concrete production plant.     

Absolute Concrete Services sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. La. Case No. 18-11235) on May 14,
2018.  In the petition signed by Linda Backes, managing member and
owner, the Debtor estimated assets of less than $50,000 and
liabilities of less than $500,000.  Judge Jerry A. Brown presides
over the case.  The Debtor hired The De Leo Law Firm LLC as its
legal counsel.


ABSOLUTE CONCRETE: Gets OK to Retain R. Backes as Yard Manager
--------------------------------------------------------------
Absolute Concrete Services LLC received approval from the U.S.
Bankruptcy Court for the Eastern District of Louisiana to continue
to employ Ronald Backes as yard manager.

Mr. Backes has been employed by the Debtor for more than five
years.  Prior to the petition date, he would receive compensation
of $23,400 per year or $1,950 per month, and would spend
approximately 40 hours per week.  This compensation arrangement
will stay in place during the Debtor's post-petition operations,
according to court filings.

                 About Absolute Concrete Services

Absolute Concrete Services LLC is a small business operating as a
concrete production plant.     

Absolute Concrete Services sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. La. Case No. 18-11235) on May 14,
2018.  In the petition signed by Linda Backes, managing member and
owner, the Debtor estimated assets of less than $50,000 and
liabilities of less than $500,000.  Judge Jerry A. Brown presides
over the case.  The Debtor hired The De Leo Law Firm LLC as its
legal counsel.


ABT MOLECULAR: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The Office of the U.S. Trustee on June 27 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of ABT Molecular Imaging, Inc.

                 About ABT Molecular Imaging

ABT Molecular Imaging, Inc. -- http://abt-mi.com/-- is a medical
imaging company marketing the BG-75 Biomarker Generator, which
produces unit doses of molecular imaging drugs for positron
emission tomography (PET) at the point of use. The company was
founded in 2006 by industry experts in the molecular imaging
industry. ABT's investor partners include Intersouth Partners,
River Cities Capital and two TNInvestco Funds, Council & Enhanced
Tennessee Fund and Limestone Fund.  ABT employs 24 individuals
across its operations, research and development, administration and
sales functions. The Company is headquartered in Knoxville,
Tennessee.

On June 13, 2018, ABT Molecular Imaging sought Chapter 11
protection (Bankr. D. Del. Case No. 18-11398).

As of Dec. 31, 2017, the Company's assets had a net book value of
$2,507,000 and it had total liabilities of $30,509,000.

The Hon. Laurie Selber Silverstein is the case judge.

The Debtor tapped Bayard, P.A., as counsel; SSG Capital Advisors as
investment banker; and Garden City Group, LLC, as the claims agent.


AHP HEALTHCARE: Moody's Rates $535M 8-Yr. Unsecured Notes 'Caa2'
----------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to $535 million of
eight-year senior unsecured notes being offered by AHP Health
Partners, Inc. (AHP), the borrower and subsidiary of Ardent Health
Partners, LLC (Ardent). In addition, Moody's affirmed AHP's B3
Corporate Family Rating, B3-PD Probability rating and the B1 rating
for its $765 million senior secured term loan. The outlook is
stable.

Proceeds from the note offering will be used to partially fund the
refinancing of all existing debt at Ardent Legacy Acquisitions,
Inc. and LHP Hospitals Group, Inc., pay related fees and expenses
and provide working capital and funds for other general corporate
purposes.

Affirmation of the B3 CFR and stable outlook reflects Moody's view
that the company will operate with high financial leverage and that
credit metrics will strengthen over the intermediate term as
operating performance gradually improves.

Affirmations:

Issuer: AHP Health Partners, Inc.

Probability of Default Rating, Affirmed B3-PD

Corporate Family Rating, Affirmed B3

Senior Secured Bank Credit Facility, Affirmed B1 (LGD2)

Ratings assigned:

$535 million senior unsecured notes due 2026 at Caa2 (LGD5)

The ratings outlook is stable.

RATINGS RATIONALE

The B3 CFR reflects the company's very high financial leverage and
fixed costs which will constrain cash flow and interest coverage.
In addition to the significant cash interest expense resulting from
the refinancing transaction, the company's REIT structure results
in high cash rent expense and limits operational flexibility.
Further, the company has a significant amount of capital
expenditures, both required as part of past acquisitions as well as
maintenance and growth capital. Ardent's debt/EBITDA is very high
pro forma for the refinancing transaction and acquisitions of East
Texas Medical Center (ETMC) and St. Francis. Giving full credit for
operational improvements that Ardent expects it can achieve at
these two hospital systems in the first year, as well as adding
back ERP implementation costs, pro forma leverage would be over
6.0x. Moody's expects that Ardent's interest coverage (defined as
EBITDA-Capex/interest expense) will be around 1.0x for the next
12-18 months. While Ardent has a credible plan for improving
profitability at the acquired hospitals, there is risk to the
deleveraging plan. ETMC and St. Francis Health are two systems that
have experienced deteriorating operating performance in recent
years. Failure to achieve planned operating improvements would
likely result in negative free cash flow for the company overall.
Further, Ardent continues to invest significant resources in an
on-going ERP implementation which will consume cash and increases
the risk of operating disruption.

The B3 CFR is supported by the company's good scale, with over $4
billion of net revenue from 31 hospitals in seven states. Ardent
has strong competitive positions and extensive service offerings
within its markets. Moody's expects that Ardent's continued
investments in service offerings and IT will drive operational and
competitive improvements over time.

The Caa2 rating on the senior unsecured notes is two notches below
the CFR reflecting their structural subordination to the $990
million first lien credit facility.

The stable outlook reflects Moody's view that the company will have
adequate liquidity over the next 12-18 months to support its
on-going business investments which will drive operational
improvement and positive free cash flow over time.

The ratings could be upgraded if Ardent achieves the targeted
operating improvements at ETMC and St. Francis and substantially
completes the ERP implementation. In addition, the company would
need to demonstrate that organic revenue growth can be sustained
despite the difficult hospital operating environment, generate
sustained positive free cash flow and sustain lease adjusted debt
to EBITDA below 6.0 times.

The ratings could be downgraded if the company fails to achieve
planned operating improvements at ETMC and St. Francis, if
liquidity weakens, or if Moody's comes to expect that the company
will not generate sustainably positive free cash flow.

AHP Health Partners, Inc., based in Nashville, Tennessee, is a
wholly owned subsidiary of Ardent Health Partners LLC (collectively
Ardent). The company operates 31 acute care hospitals in seven
states. Ardent is a privately held company, jointly owned by Equity
Group Investments, Ventas, Inc. and management. Annual revenues
approximate $4 billion.


AK STEEL: S&P Alters Outlook to Stable & Affirms 'B' CCR
--------------------------------------------------------
S&P Global Ratings revised its rating outlook on U.S.-based
integrated steel producer AK Steel Holding Corp. and subsidiary AK
Steel Corp. (AK Steel) to stable from positive. At the same time,
S&P affirmed its 'B' corporate credit ratings on both entities.

S&P said, "In addition, we affirmed our 'BB-' rating on the senior
secured notes due 2023, as well as our 'B-' issue-level rating on
the senior unsecured notes with maturities between 2021 through
2027. The recovery rating on the secured notes remains '1',
indicating our expectation for very high (90%-100%; rounded
estimate: 95%) recovery in the event of a payment default. The
recovery rating on the unsecured notes remains '5', indicating our
expectation for modest (10%-30%; rounded estimate: 20%) recovery in
the event of a payment default.

"The outlook revision reflects our expectation that AK Steel's
adjusted debt to EBITDA will remain elevated at about 5.5x-6x in
2018 and 2019, which we view as consistent with the rating. While
steel market conditions have notably improved, debt leverage
increased due to borrowings related to the acquisition of Precision
Partners Holding Co. (Precision Partners) in August 2017. AK
Steel's revolving credit facility had $440 million drawn as of
March 31, 2018, resulting in an adjusted debt balance (adjusted for
leases and underfunded pension) of roughly $2.9 billion versus
being undrawn as of June 30, 2017, and an adjusted debt balance of
roughly $2.5 billion. We had previously expected AK Steel to
benefit from better steel market conditions and deleveraging
actions thus improving its credit quality. However, with the
additional debt on its balance sheet we now believe that the
company will sustain elevated debt leverage at least over the next
12 to 18 months, outweighing the improvement in steel market
fundamentals. We view AK Steel's higher debt leverage under most
reasonable steel market conditions than that of a range of
corporate issuers in the 'B' category as a key rating constraint.

"The stable outlook reflects our expectation that the company will
maintain adjusted debt to EBITDA of about 5.5x-6x over the next 12
months given steady adjusted debt levels and slightly higher
EBITDA. We expect the current steel price environment will support
higher selling prices with EBITDA margins of about 8% and EBITDA
interest coverage of roughly 3x in 2018 and 2019. We also
incorporate our expectations that steel demand in the U.S. will
remain strong over the next two years, with continued growth in the
nonresidential and residential construction markets and solid, but
lower, light-vehicle sales.

"We could lower the rating if AK Steel's adjusted debt to EBITDA
approached 8x with no clear path of reducing leverage, which we
estimate would coincide with EBITDA interest coverage below 2x. We
would expect cash flows to deteriorate to this level of credit
metrics if steel shipments dropped to 5.5 million tons and average
selling prices declined to about $900 per ton. Unplanned outages
and faltering light-vehicle demand, coupled with average selling
prices squeezed from imports (even with steel tariffs), would
likely cause cash flows to regress and increase leverage.

"We could consider a higher rating if steel market and product
demand conditions resulted in sustained adjusted debt to EBITDA
approaching 4x and EBITDA interest coverage of more than 3x,
assuming the company maintains at least a strong liquidity profile
over the next 12 months. In this scenario, we would expect EBITDA
to improve to such a level if the company's average selling prices
improved to notably more than $1,100 per ton or if volumes
increased to materially over 6 million tons."


AKC ENTERPRISES: Proposed Auction Sale of Personal Property Okayed
------------------------------------------------------------------
Judge Kathy A. Surratt-States of the U.S. Bankruptcy Court for the
Eastern District of Missouri authorized AKC Enterprises, Inc's sale
of personal property, including but not limited to, a piano,
furniture, stoves, kitchen equipment, tables, point of sale
equipment, artwork, wall hangings, decor, small wares, and other
related items throughout the real property at 501 South Main
Street, St. Charles, Missouri, at auction.

A hearing on the Motion was held on June 4, 2018 at 11:00 a.m.  The
objection deadline was May 21, 2018.

The Debtor is authorized to sell the Personal Property at the sale
to be conducted by GRS Appraisal & Auction Services free and clear
of all liens, claims and encumbrances to the Purchaser at the
Sale.

The Counsel for the moving party will serve a copy of the Order by
mail to all interested parties who were not served electronically.

                    About AKC Enterprises

AKC Enterprises, Inc., doing business as Little Hills Winery, doing
business as Little Hills Restaurant, doing business as Little Hills
Wine Shop, is a locally owned and operated wine producer in Saint
Charles, Missouri.  Its wines are made from French/American
Hybrids, German/American Hybrids and Native Missouri Grapes.  The
Company harvests grapes purchased from Missouri Grape Growers and
some Illinois Grape Growers.  It also produces its fruit wines from
fruit purchased from local suppliers.  The company --
https://www.littlehillswinery.com/ -- now produces 16 to 18 wines
depending on the time of year, designated and paired with its menu
served at its restaurant.  The Restaurant offers banquets,
catering, and delivery (Grubgo.com) services.  The Restaurant
accommodates 300 persons on its terraces and 100 inside its
building. The company's Little Hills Wine Shop is located at 710 S.
Main Street, just two blocks South of the Restaurant.  The Shop
features Little Hills Wines and many other Missouri Made Wines.

AKC Enterprises filed a Chapter 11 petition (Bankr. E.D. Mo. Case
No. 18-40472) on Jan. 29, 2018.  In the petition signed by David
Campbell, president, the Debtor disclosed $1.20 million in assets
and $1.57 million in liabilities.  Thomas H. Riske, Esq., at
Carmody MacDonald P.C., serves as bankruptcy counsel to the Debtor.
An official committee of unsecured creditors has not been
appointed in the Chapter 11 case.


ALMAR SALES: Seeks to Hire RBBB Accountants as Accountant
---------------------------------------------------------
Almar Sales Company seeks authority from the U.S. Bankruptcy Court
for the District of New Jersey to employ RBBB Accountants and
Advisors as accountant to the Debtor.

Almar Sales requires RBBB Accountants to:

   -- prepare and file all required tax forms;

   -- perform bookkeeping functions; and

   -- assist in preparing monthly operating reports.

RBBB Accountants will be paid a flat fee of $175 per month.

Since September 2017 to April 2018, RBBB Accountants received a
post petition fee of $1,400.

RBBB Accountants will also be reimbursed for reasonable
out-of-pocket expenses incurred.

David Roth, partner of RBBB Accountants and Advisors, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

RBBB Accountants can be reached at:

     David Roth
     RBBB ACCOUNTANTS AND ADVISORS
     265 Davidson Avenue, Suite 210
     Somerset, NJ 08873-4120
     Tel: (908) 231-1000

                   About Almar Sales Company

Based in Alpha, New Jersey, Almar Sales Company filed a Chapter 11
petition (Bankr. D.N.J. Case No. 17-29658) on Sept. 29, 2017,
estimating under $1 million both in assets and liabilities. Judge
Michael B. Kaplan presides the case.  The Law Office of Joseph J.
Mania III is the Debtor's bankruptcy counsel.


AMERICAN CENTER: Creditors Seek Appointment of Chapter 11 Trustee
-----------------------------------------------------------------
Creditors Diana Campuzano, Avi Elishis and Gregg Salzman ask the
U.S. Bankruptcy Court for the District of New Jersey for the
appointment of a Chapter 11 trustee for the bankruptcy estate of
American Center for Civil Justice, Inc. (ACCJ).

The Creditors are the victims of a 1997 suicide bombing terror
attack, who entered into an association with the Debtor in 1998
under which arrangement ACCJ was supposed to assist Creditors in
seeking compensation for their injuries. However, the Creditors
contend that ACCJ took no action on their behalf although a
judgment was already obtained against Iran. Instead, the Creditors
assert that the Debtor breached its fiduciary duties to them and
gave preferential treatment to other terrorism victims who
collected over $150 million.

Consequently, the Creditors mention that they have brought an
action for breach of fiduciary duty which is currently pending in
New York State Supreme Court against ACCJ and others which case is
styled Campuzano, et al. v. Sher, et al., Sup. Ct., Nassau County
Index No. 605379/16. A decision on a fully briefed summary judgment
motion was scheduled to be handed down on March 28, 2018, and that
action was scheduled for trial on April 9, 2018, but that trial was
stayed pursuant to 11 U.S.C. Section 362(a) by the ACCJ's filing of
this Chapter 11 proceeding on March 23, 2018.

The Creditors assert that the Debtor's schedules and statement of
financial affairs, as originally filed failed to disclose that
since 2014 the Debtor has been embroiled in a state court
derivative action brought by one of Debtor's founding board
members, Dr. Michael Engelberg, challenging the composition of the
Debtor's board and contending that the Debtor essentially has been
hijacked by rogue management which has engaged in self-dealing,
diversion of corporate assets and opportunities, waste of corporate
assets, and mismanagement.

The state court derivative action is styled Michael Engelberg,
derivatively on behalf of the American Center for Civil Justice,
Inc. v. Eliezer Perr, Jedidiah Perr, Milton Pollack and American
Center for Civil Justice, Religious Liberty and Tolerance, Inc.,
Defendants, American Center for Civil Justice, Nominal Defendant,
and The New York Center for Civil Justice, Tolerance and Values,
Inc., Additional Defendant on Counterclaims, Supreme Court of the
State of New York, Nassau County index number 606919/14.

The state court presiding over the derivative action took the
allegations very seriously, repeatedly denying motions to dismiss
the various iterations of the complaint. Justice Stephen Bucaria,
the New York State Court judge who had been presiding over the
derivative action and the Campuzano breach of fiduciary duty
action, provided a useful summary of the litigation in an order
entered January 2, 2018.

Tellingly, on January 4, 2018, two days after the order was issued,
the Debtor purportedly convened a board meeting to authorize the
filing of this Chapter 11 Proceeding. Plainly, after reading
Justice Bucaria's summary of the case, the Debtor was desperate to
redeal the deck and so filed this Chapter 11 proceeding hoping that
maybe this Court would not have their number as clearly as Justice
Bucaria.

The Creditors assert that the problem in this case is the
constitution of the Board of Directors, and by extension the
authority of Eliezer Perr to serve as president and act for the
Debtor, is uncertain. The derivative action filed by Dr. Michael
Engelberg, one of Debtor's founding board members, presents
multiple causes of action seeking the removal of Eliezer Perr, his
son Jedidiah Perr (alleged to be a de facto board member) and
Milton Pollack as board members, based on allegations of fraud and
breach of fiduciary duties. Engelberg's complaint particularizes
specific instances of fraud, such as the diversion of $2.1 million
from the Debtor to the ACCJ-RLT, and provision of false information
to the IRS.

In an earlier order, Justice Bucaria described the 2007 agreement
between the Debtor ACCJ and the ACCJ-RTL as "itself a violation of
defendant Jedidiah Perr's fiduciary duty to [Debtor] ACCJ" and held
that "thus the entire agreement is infected by fraud."

Accordingly, given the pervasive issues of dubious corporate
governance, mismanagement, blatant breach of fiduciary duty and
legal malpractice, self-dealing and insider transactions, and
managerial incompetence, the Creditors contend that it is
inappropriate for the Debtor to remain in possession and a Chapter
11 Trustee should be appointed.

Attorneys for Diana Campuzano, Avi Elishis, and Gregg Salzman:

            Mark J. Politan, Esq.
            POLITAN LAW, LLC
            88 East Main Street, #502
            Mendham, New Jersey 07945
            Phone: (973) 768-6072
            Email: mpolitan@politanlaw.com

            -- and --

            Robert J. Tolchin, Esq.
            THE BERKMAN LAW OFFICE, LLC
            111 Livingston Street, Suite 1928
            Brooklyn, New York 11201
            Phone: (718) 855-3627
            Email: rtolchin@berkmanlaw.com

                     About American Center for Civil Justice

American Center for Civil Justice, Inc. is a tax-exempt
organization that provides legal services.  The organization
defends human and civil rights by advocating and aiding lawsuits by
victims of oppression, acts of violence and other injustices.

American Center for Civil Justice, Inc. filed voluntary petitions
for relief under Chapter 11 of the United States Bankruptcy Code
(Bankr. D. N.J. Lead Case No. 18-15691) on March 23, 2018.  The
Honorable Christine M. Gravelle presides over the case.

The petition was signed by Elie Perr, president.  Timothy P.
Neumann, Esq. , of Broege, Neumann, Fischer & Shaver LLC is the
Debtors' counsel.

The company estimated $10 million to $50 million in both assets and
liabilities.


AMERICAN TIRE: Moody's Puts Caa2 CFR Under Review for Downgrade
---------------------------------------------------------------
Moody's Investors Service placed its ratings for American Tire
Distributors, Inc. ("ATDI") under review for downgrade, including
the company's Caa2 Corporate Family Rating (CFR) and Caa3-PD
Probability of Default Rating, as well as the Caa1 and Caa3 ratings
for the company's senior secured term loan and senior subordinated
notes, respectively. The review follows the announcement that a US
subsidiary of Bridgestone Corporation (A2 stable) is discontinuing
its relationship with ATDI following approval of the TireHub, LLC
joint venture between Bridgestone and The Goodyear Tire & Rubber
Company (Ba2 stable).

"The magnitude and timing of earnings and cash flow erosion
following the loss of two prominent suppliers will be more severe
and immediate than previously envisioned," according to Inna
Bodeck, Moody's lead analyst covering the company. "This latest
development further evidences the ongoing shift in the approach of
premium tire manufacturers to the evolving marketplace, and
ultimately represents an incremental resizing of the tire
distribution channel," added Bodeck.

Moody's review for downgrade reflects the risk that ratings will be
lowered following the announcement that Bridgestone is also now
discontinuing its relationship with the company, and that ATDI's
fundamental creditworthiness is likely to erode more significantly
than the rating agency had originally anticipated. Moody's review
will focus on the business and financial implications of this
adverse development for ATDI, including the company's top line,
profitability, cash flow and liquidity measures. It will also focus
on the company's ability to act quickly and in a disciplined
manner. Moody's noted that ATDI relies heavily on its various
revolving credit facilities, with one-year average usage of
approximately $670 million (and peak usage of $760 million during
the first quarter of 2018).

Moody's placed the following ratings for American Tire
Distributors, Inc. on review for downgrade:

Corporate Family Rating, Caa2

Probability of Default Rating, Caa3-PD

$720 million ($697.7 million outstanding) senior secured term loan
due 2021, Caa1 (LGD3)

$1,050 million senior subordinated notes due 2022*, Caa3 (LGD5)

Outlook, changed to Rating Under Review from Stable

* Includes original issuance by ATD Finance Corp., which was later
merged with and into American Tire Distributors, Inc.

RATINGS RATIONALE

American Tire Distributors, Inc.'s ratings broadly reflect the
company's elevated financial risk, evidenced in part by its very
high leverage and the deemed heightened risk of a distressed bond
exchange given the inability to fully adjust to ongoing
disintermediation risk following the loss of two key suppliers.
Moody's anticipates that the loss of Goodyear and Bridgestone will
result in a material deterioration in the company's earnings,
profitability and cash flow profile, and on a fairly immediate
basis. Moody's projects that ATDI's debt-to-EBITDA will exceed
double-digits by the end of next year as the company manages
through the anticipated volume decline. Further constraining the
ratings are the company's low margins and liquidity concerns
related to eroding cash flows and increasingly constrained
availability under its asset based credit facility. The rating does
continue to be tempered to some extent, however, by the company's
strong market position, the historic stability of replacement tire
demand, and ATDI's footprint across North America.

The ratings could be downgraded if the likelihood of default rises
and/or Moody's recovery expectations weaken further, including
through a potential pre-emptive restructuring of debt obligations.
This could be precipitated by a material deterioration in
liquidity, potentially stemming from more restrictive terms from
suppliers and/or more restrictions in supply, an inability to flex
the cost structure in line with lower volumes, or a loss of access
to the company's asset-based lending facilities.

The ratings could be downgraded if the likelihood of default rises
and/or Moody's recovery expectations weaken further, including
through a potential pre-emptive restructuring of debt obligations.
This could be precipitated by a material deterioration in
liquidity, potentially stemming from more restrictive terms from
suppliers and/or more restrictions in supply, an inability to flex
the cost structure in line with lower volumes, or a loss of access
to the company's asset-based lending facilities.

Ratings could be upgraded if the company is able to replace the
anticipated loss of sales on a sustained basis and grow EBITDA such
that adjusted debt-to-EBITDA is significantly reduced, positive
free cash flow is expected to be sustained, and at least an
adequate liquidity profile is assured.

The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.

Headquartered in Huntersville, North Carolina, American Tire
Distributors, Inc., ("ATDI")is a wholesale distributor of tires
(97% of net sales), custom wheels, and related tools. It operates
more than 140 distribution centers in the US and Canada, with $5.3
billion of revenue for the twelve months ended March 31, 2018. The
company is controlled primarily by TPG Capital, LP and Ares
Management, LP, with remaining shares held by management.


AMWINS GROUP: Moody's Assigns Caa1 Senior Unsec. Notes Rating
-------------------------------------------------------------
Moody's Investors Service has assigned a Caa1 rating to senior
unsecured notes to be issued by AmWINS Group, Inc. (AmWINS,
corporate family rating B2). The company expects to use proceeds
from the note offering, along with an incremental $290 million
under its senior secured first-lien term loan, to help fund a
previously disclosed $330 million distribution to shareholders,
repay its second-lien term loan and revolving credit borrowings,
and pay related fees and expenses. The rating outlook for AmWINS is
positive.

RATINGS RATIONALE

While Moody's considers the issuance of debt to fund a
shareholders' dividend as credit negative, AmWINS has a track
record of reducing financial leverage through earnings and free
cash flow. Based on Moody's estimates (which incorporate standard
accounting adjustments), the pending transactions will increase
AmWINS' debt-to-EBITDA ratio by nearly a turn to around 6x, with
(EBITDA - capex) interest coverage remaining above 2.5x and
free-cash-flow-to-debt remaining in the mid-single digits.

AmWINS' ratings reflect its market position as the largest US
property & casualty (P&C) wholesale broker; its diversification
across clients, retail producers, insurance carriers and product
lines; and its healthy EBITDA margins. The company has achieved
solid organic growth and consistent profitability supported by
effective technology investments, high employee retention and an
opportunistic acquisition strategy. These strengths are offset by
the company's significant debt burden, integration risk associated
with acquisitions, and potential liabilities arising from errors
and omissions, a risk inherent in professional services.

Factors that could lead to an upgrade of AmWINS' ratings include:
(i) debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex) coverage
of interest exceeding 2.5x, and (iii) free-cash-flow-to-debt ratio
exceeding 5%.

Factors that could lead to a stable outlook include: (i)
debt-to-EBITDA ratio exceeding 6x, (ii) (EBITDA - capex) coverage
of interest below 2.5x, or (iii) free-cash-flow-to-debt ratio below
5%.

Moody's has assigned the following rating to AmWINS Group, Inc:
$300 million eight-year senior unsecured notes at Caa1 (LGD6).

The rating outlook for AmWINS is positive.

Upon closing of the new senior unsecured notes, Moody's expects to
withdraw the Caa1 rating on AmWINS'existing $200 million
second-lien term loan since this loan will repaid/terminated.

The principal methodology used in this rating was Insurance Brokers
and Service Companies published in June 2018.

Headquartered in Charlotte, North Carolina, AmWINS is a leading
wholesale distributor of specialty insurance products and services.
In 2017, the company generated revenues of $931 million.



ANDREW ECONOMAKIS: $590K Sale of Frederick Property to GBP Approved
-------------------------------------------------------------------
Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the
District of Maryland authorized Andrew Economakis' sale of Shnark
Property Management, LLC's commercial property located at 5940
Frederick Crossing Lane, Unit 4 Upper and Lower Level, Frederick,
Maryland to GBP Commercial, LLC, for $590,000.

The sale is free and clear of liens, claims, encumbrances and
interests.

The only deductions from the gross sale proceeds of the Property
prior to payment to Lafayette FCU will be as follows:

     i. Settlement charges of $5,790 to the Seller as listed on
line 1400 and a final water escrow of $600 as listed on line 508 of
the proposed HUD-1 attached to the Motion;

    ii. Payoff of the first-position deed of trust held by National
Capital Bank of Washington, listed in the amount of $437,535 on the
proposed HUD-1, plus any applicable per diem interest from May 21,
2018 through the settlement date; and

   iii. Any current or past-due real estate taxes for the property
required to be paid from gross proceeds as part of the sale
pursuant to the Purchase Agreement or applicable non-bankruptcy
law.

    iv. Any current or past due HOA Dues for the property required
to be paid from gross proceeds as part of the sale pursuant to the
Purchase Agreement or applicable non-bankruptcy law.

There will be no additional deductions on the final settlement
statement unless previously disclosed to and authorized in writing
by Lafayette FCU.  If there is any reduction in deductions on the
final settlement statement or any refund of the final water escrow
or any other refund due to the Seller, the savings or refund should
be paid as additional proceeds to Lafayette FCU.

All net proceeds (no less than $152,474 subject to the described
amounts), to which Lafayette FCU's lien will attach and be secured
by, after deduction of the described amounts, must be paid to
Lafayette FCU at closing by the settlement agent.  The final HUD-1
will provide for such payment to Lafayette FCU on line 505 or
equivalent as payment for release of indemnity deed of trust to
Lafayette Federal Credit Union;

Upon receipt of the net proceeds in good funds in full compliance
with the preceding paragraphs, Lafayette FCU will execute a release
(in recordable form) of the lien of its Indemnity Deed of Trust and
Security Agreement recorded at Liber 11302, Folio 163 regarding the
Property but will not execute a Certificate of Satisfaction.

No proceeds of the sale will be paid to: the Seller, Shnark
Property Management, LLC; the Debtor; or the Purchaser.

The payment to Lafayette FCU from proceeds of the sale will be
unconditional, and Lafayette FCU's consent to the proposed sale of
the Property will be without prejudice to any of its other rights
or remedies, subject to applicable law.  Except as specifically
provided in the Order, all claims, actions, causes of action,
defenses, counterclaims or setoffs, or other rights of any kind or
nature of Lafayette FCU and/or of the Debtor are expressly
reserved.

Lafayette FCU's consent to the proposed sale will not constitute an
admission to any factual or legal allegations made in the Motion.

The Closing will occur no later than 45 days after entry of the
Order.

Mr. Economakis will execute an arms-length transaction affidavit,
for himself and on behalf of Shnark Property Management, LLC, as to
the sale of the Property.

Minority Member Telly Michalopoulos will execute consent to sale of
the Property and payment to Lafayette FCU of proceeds of sale
(approximately $152,000 subject to the terms of the Order).

Andrew Economakis sought Chapter 11 protection (Bankr. D. Md. Case
No. 18-16585) on May 15, 2018.  The Debtor tapped Justin M. Reiner,
Esq., at Axelson, Williamowsky, Bender & Fishman, as counsel.


APEX ADVISORS: Taps Josh Hintzen as Real Estate Broker
------------------------------------------------------
Apex Advisors, Inc., seeks approval from the U.S. Bankruptcy Court
for the Southern District of California to hire a real estate
broker.

The Debtor proposes to employ Josh Hintzen, a broker in Scottsdale,
Arizona, to market and sell a residential property located at 5301
E. Paradise Canyon Road, Paradise Valley, Arizona.

Mr. Hintzen will receive a commission of 3% of the sale price while
any buyer's agent will receive a commission of 3%.

Mr. Hintzen maintains an office at:

     Josh Hintzen
     7975 N Hayden Road, Suite A101
     Scottsdale AZ, 85258
     Phone: (480) 659-6569
     E-mail: Josh@MoJoScottsdale.com

                     About Apex Advisors Inc.

Apex Advisors, Inc., is an S-Corporation formed under the laws of
the State of Nevada.  Its principle place of business and corporate
headquarters are located at 300 Carlsbad Village Drive, Suite
108A-308, Carlsbad, California.   It owns two investment properties
in Paradise Valley, Arizona, and Cleveland, Ohio.

On April 30, 2018, Apex Advisors filed a Chapter 7 petition in
response to the pending foreclosure proceedings against its real
property located at 5301 E. Paradise Canyon Road, Paradise Valley,
Arizona.  The case was eventually converted to a Chapter 11 case
(Bankr. S.D. Calif. Case No. 18-02542).  

The Debtor hired Bankruptcy Law Center, APC as its legal counsel.


APTOS (CAYMAN): S&P Assigns 'B-' Corp Credit Rating, Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' corporate credit rating on
Atlanta-based Aptos (Cayman) L.P. The outlook is stable.

S&P said, "At the same time, we assigned our 'B-' issue-level
rating and '3' recovery rating to the company's $260 million
first-lien credit facilities, which consist of a $230 million
first-lien term loan and a $30 million revolver (undrawn at close).
The '3' recovery rating indicates our expectation for meaningful
(50%-70%; rounded estimate: 65%) recovery for lenders in the event
of payment default. We also assigned our 'CCC' issue-level rating
and '6' recovery rating to the company's $100 million second-lien
term loan. The '6' recovery rating indicates our expectation for
negligible (0%-10%; rounded estimate: 5%) recovery prospects for
lenders in the event of a payment default."

The 'B-' corporate credit rating reflects the company's small scale
and niche focus within a fragmented retail software market with
competition from larger and more diversified players, including SAP
SE and Oracle Corp. The rating also reflects below-average EBITDA
margins relative to rated software peers, a relatively low
recurring revenue base of roughly 50% of total revenues, and
significant exposure to the cyclical retail market. Finally, the
rating reflects pro forma leverage in the mid-7x area at
transaction close and our expectation for free cash flow as a
percentage of debt to remain in the low-single-digit area.

S&P said, "The stable outlook reflects our expectation that Aptos
will achieve modest top line and EBITDA growth over the next 12
months as it integrates recent acquisitions and sustains growth in
its software business, while maintaining positive free operating
cash flow generation.

"We could lower the rating on Aptos if disruptions to the business
lead to declines in customer renewal rates and pressures margins,
such that the company generated negative free operating cash flow
on a sustained basis or maintained inadequate liquidity or if we
deemed the capital structure unsustainable over the long term.

"Although unlikely over the next 12 months, we could raise the
rating on Aptos if the company were able successfully integrate its
recent acquisitions and realize modest synergies leading to margin
expansion. This would have to be coupled with sustaining adjusted
leverage below 6x in conjunction with free operating cash flow as a
percentage of debt in the mid-single-digit area."


APTOS INC: Moody's Affirms B3 CFR & Rates New $260MM Sec. Debt B2
-----------------------------------------------------------------
Moody's Investors Service affirmed Aptos, Inc.'s B3 Corporate
Family Rating (CFR) and B3-PD Probability of Default Rating. At the
same time, Moody's assigned a B2 rating to the company's proposed
$260 million first lien senior secured credit facility (comprised
of a proposed $30 million revolver and $230 million term loan), as
well as a Caa2 rating to the proposed $100 million senior secured
second lien term loan. The rating outlook is stable.

The company intends to use the net proceeds from the proposed bank
credit facilities to refinance its existing debt and pay related
fees and expenses. Aptos will enter into a new $30 million
revolving credit facility, which will be undrawn at close. The
financing is expected to close by end of July 2018. The B3 ratings
of Aptos' existing first lien credit facilities are not affected
and will be withdrawn upon repayment in conjunction with the
refinancing.

Moody's affirmed Aptos' B3 CFR as the proposed refinancing will not
materially alter its pro forma debt-to-EBITDA (Moody's adjusted,
incorporating executed cost savings and acquisition EBITDA) of
around 7.1 times as of March 31, 2018. In addition, the transaction
will modestly increase the company's financial flexibility by
extending Aptos' debt maturity profile and terming-out the revolver
borrowings which will provide Aptos with incremental liquidity.
Additional financial flexibility is an important credit
consideration given that the company is in the midst of integrating
a recent acquisition and accelerating its cloud transition, which
requires meaningful investment spending.

"Though we expect Aptos' debt leverage to remain high and cash
flows limited over the next 12-18 months, its next generation
omni-channel cloud native platform is expected to drive higher SaaS
revenues, increase customer retention, and drive higher margin and
cash flow over time," said Moody's AVP-Analyst Oleg Markin.

Moody's took the following rating actions on Aptos, Inc.:

Corporate Family Rating, affirmed at B3

Probability of Default Rating, affirmed at B3-PD

Proposed $30 million senior secured first lien revolving credit
facility due 2023, assigned B2 LGD3

Proposed $230 million senior secured first lien term loan due 2025,
assigned B2 LGD3

Proposed $100 million senior secured second lien term loan due
2026, assigned Caa2 LGD5

Outlook is Stable

All ratings are subject to the execution of the transaction as
currently proposed and Moody's review of final documentation. The
instrument ratings are subject to change if the proposed capital
structure is modified.

RATINGS RATIONALE

Aptos' B3 CFR reflects its high debt-to-EBITDA (Moody's adjusted),
small scale and aggressive acquisition growth strategy that relies
on incremental debt issuance. Moody's estimates Aptos'
debt-to-EBITDA (Moody's adjusted) at approximately 7.1 times as of
twelve months ended March 31, 2018. The rating also considers the
highly competitive nature of the enterprise software market, the
company's niche position as a provider of retail software solutions
to mid-market and large specialty retailers, and the risk of
potential disruptions from headwinds in the retail industry. Within
its narrow market focus, Aptos competes against large players, such
as Oracle Micros, Manhattan Associates, and JDA. At the same time,
Aptos' credit profile benefits from its leading market position in
the niche retail enterprise software market, geographic
diversification with deployments to 66 countries, and high customer
renewal rates. Aptos' recurring subscription and support revenue is
approximately 50%, a level that is below that of many rated
enterprise software companies but which nevertheless provide good
revenue and operating cash flow stability.

The stable rating outlook reflects Moody's view that the company's
credit metrics will gradually improve over the next 12-18 months,
such that debt-to-EBITDA (Moody's adjusted) will trend towards 6.0
times. Moody's also anticipates that Aptos will maintain at least
adequate liquidity including free cash flow-to-debt in the
low-single digits.

Given Aptos' small scale and relatively high proportion of
professional service revenues compared to many rated enterprise
software peers, upgrade leverage hurdles are tighter than for many
other B3 rated enterprise software companies. The ratings could be
upgraded if debt-to-EBITDA (Moody's adjusted) is expected to remain
consistently under 5.5 times and free cash flow to debt greater
than 7%.

The ratings could be downgraded if Aptos faces top-line and
earnings pressure such that debt-to-EBITDA (Moody's adjusted) is
sustained above 7.0 times, or liquidity deteriorates, including
increased revolver usage or an inability to sustain positive free
cash flow generation.

Aptos, Inc. (formerly Retail Solutions Group, Inc. or Epicor RSG)
is a leading provider of retail software solutions including point
of sale software for mid-market retailers. RSG has been owned by
private equity group Apax Partners since 2011. Prior to 2015, Aptos
was a business unit of Epicor Software Corporation.



ARECONT VISION: July 9 Auction of All Assets Set
------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware authorized the bidding procedures and the
Asset Purchase Agreement with Arecont Technologies, LLC of Arecont
Vision Holdings, LLC, and its debtor-affiliates, Arecont Vision,
LLC and Arecont Vision IC DISC, in connection with the sale of
substantially all assets and properties for $10 million, subject to
a working capital adjustment plus the assumption of certain
liabilities, subject to overbid at an auction.

The proposed sale of the Assets, the proposed assumption and
assignment of the Assumed Executory Contracts, and the Auction will
be conducted in accordance with the provisions of the Bid
Procedures Order and the Bid Procedures.

The Breakup Fee and Expense Reimbursement as set forth in the Bid
Procedures are approved.  By agreement of the Stalking Horse
Purchaser, the Expense Reimbursement has been reduced from a
maximum amount of $400,000, the amount requested in the Motion, to
a maximum amount of $300,000, as reflected in the attached Bid
Procedures.  The Debtors are authorized without further Court
action to pay any such Breakup Fee and Expense Reimbursement solely
to the extent such amounts become due and payable to the Stalking
Horse Purchaser, pursuant to the Purchase Agreement and the Bid
Procedures Order.

The Sale and Bid Procedures Notice, the Creditor Notice, and the
Cure Notice provide proper notice to all parties in interest and
are approved.

Within two business days following entry of the Bid Procedures
Order, the Debtor will serve the Sale and Bid Procedures Notice
upon all Sale and Bid Procedures Notice Parties.  

Within two business days following entry of the Bid Procedures
Order, the Debtors will serve the Creditor Notice on all known
creditors of the Debtors.  Except as set forth in the Bid
Procedures Order, no other or further notice of the sale will be
required to be provided by the Debtors.

Within two business days following the entry of the Bid Procedures
Order, the Debtors will file and serve the Cure Notice to the
counterparties to the Assumed Executory Contracts.  Any objection
to the assumption and assignment of any Assumed Executory Contract,
including objections to any Cure Amount, must be submitted by July
3, 2018 at 4:00 p.m. (ET).

If the Stalking Horse Purchaser chooses to add or delete an
Assumed Executory Contract, then notice of that addition or
deletion will be provided by the Debtors approximately five days
prior to the Auction or, if no Auction is required, five days prior
to the Sale Hearing.  

Any other objection to any of the relief to be requested at the
Sale Hearing must be filed by July 3, 2018 at 4:00 p.m. (ET).

Compliance with the foregoing notice provisions will constitute
sufficient notice of the Debtors' proposed Sale of the Assets free
and clear of all Liens, Claims and Encumbrances, and other
interests, the contemplated assumption and assignment of each
Assumed Executory Contract and the proposed amount of Cure Amounts
with respect to each such Assumed Executory Contract, and no
additional notice of such contemplated transactions need be given.

The Bid Deadline will be June 29, 2018, at 4:00 p.m. (ET).  The
Debtors will provide the Qualified Bids to the counsel for the
Stalking Horse Purchaser in the manner provided in the Purchase
Agreement by no later than July 3, 2018, at 12:00 p.m. Noon (ET).

If the Debtors receive more than one Qualified Bid, an auction will
be held no later than July 9, 2018, at 10:00 a.m. (ET), at the
offices of Pachulski Stang Ziehl & Jones LLP, 919 North Market
Street, 17th Floor, Wilmington, Delaware 19801, or at any such
other location as the Debtors may thereafter designate.

The Sale Hearing will be conducted on July 10, 2018 at 2:00 p.m.
(ET), and may be adjourned from time to time without further notice
other than an announcement in open court at the Sale Hearing.

Notwithstanding the possible applicability of Bankruptcy Rule
6004(h) and 7062 or otherwise, the terms and conditions of the Bid
Procedures Order will be immediately effective and enforceable upon
its entry, and no automatic stay of execution will apply to the Bid
Procedures Order.

A copy of the Bidding Procedures attached to the Order is available
for free at:

    http://bankrupt.com/misc/Arecont_Vision_110_Order.pdf

                  About Arecont Vision Holdings

Based in Glendale, California, Arecont Vision Holdings, LLC --
https://www.arecontvision.com/ -- is in the business of designing,
manufacturing, distributing and selling IP-based megapixel cameras
for use in video surveillance applications globally, serving a
broad range of industries including data centers, government,
retail, financial, sports stadiums and healthcare.  The company
offers seven megapixel product families ranging from MegaVideo,
single-sensor cameras from 1 to 10 megapixels and SurroundVideo
multi-sensor cameras from 8 to 40 megapixels at various price
points.

Arecont Vision Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case Nos. 18-11142 to 18-11144) on
May 14, 2018.  In the petitions signed by Scott T. Avila, chief
restructuring officer, the Debtors estimated assets of less than
$50,000 and liabilities of $50 million to $100 million.   

The Debtors tapped Pachulski Stang Ziehl & Jones LLP as their legal
counsel; Imperial Capital LLC as investment banker; and Armory
Strategic Partners, LLC, as financial advisor.


ASPEN LAKES: Case Summary & 19 Unsecured Creditors
--------------------------------------------------
Affiliated companies that have filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code:

    Debtor                                        Case No.
    ------                                        --------
    Aspen Lakes Golf Course, L.L.C.               18-32265
    16900 Aspen Lakes Dr
    Sisters, OR 97759

    Aspen Investments, L.L.C.                     18-32266
    16900 Aspen Lakes Dr
    Sisters, OR 97759

    Wildhorse Meadows, LLC                        18-32267
    16900 Aspen Lakes Dr.
    Sisters, OR 97759

Business Description: Aspen Lakes Golf Course
                      -- https://www.aspenlakes.com -- is a
                      privately owned, public golf course in
                      Sisters, Oregon, owned by the Cyrus family.
                      Wildhorse Meadows acts as Aspen Lakes'
                      landlord.  The Aspen Lakes facilities
                      feature a 28,000 square foot clubhouse -
                      featuring a full service pro shop, bar, and
                      a restaurant.  Aspen Lakes is open
                      7 days a week, shop hours are 7 am to 7 pm.

Chapter 11 Petition Date: June 27, 2018

Court: United States Bankruptcy Court
       District of Oregon

Judge: Hon. Trish M. Brown (18-32265 and 18-32267)
       Hon. Peter C. McKittrick (18-32266)

Debtors' Counsel: Douglas R. Pahl, Esq.
                  Amir Gamliel, Esq.
                  PERKINS COIE LLP
                  1120 N.W. Couch St 10th Floor
                  Portland, OR 97209-4128
                  Tel: (503) 727-2087
                       (503) 727-2000
                  Fax: (503) 727-2222
                  Email: dpahl@perkinscoie.com
                         AGamliel@perkinscoie.com

                                   Estimated       Estimated
                                    Assets        Liabilities
                                  -----------     -----------
Aspen Lakes Golf Course, L.L.C.   $1M to $10M     $1M to $10M
Aspen Investments, L.L.C.         $1M to $10M     $1M to $10M
Wildhorse Meadows, LLC            $1M to $10M     $1M to $10M

The petitions were signed by Matt Cyrus, managing member.

A full-text copy of Aspen Lakes Golf's petition containing, among
other items, a list of the Debtor's 19 unsecured creditors is
available for free at:

         http://bankrupt.com/misc/njb18-32265.pdf

A full-text copy of Aspen Investments' petition containing, among
other items, a list of the Debtor's 20 two unsecured creditors is
available for free at:

         http://bankrupt.com/misc/njb18-32266.pdf

A full-text copy of Wildhorse Meadows' petition containing, among
other items, a list of the Debtor's two unsecured creditors is
available for free at:

         http://bankrupt.com/misc/njb18-32267.pdf


ATS CONSOLIDATED: S&P Puts 'B' CCR on CreditWatch Positive
----------------------------------------------------------
S&P Global Ratings placed its 'B' corporate credit rating, on Mesa,
Ariz.-based ATS Consolidated Inc. on CreditWatch with positive
implications.

S&P said, "At the same time, we placed our 'B' issue-level rating
on the company's senior secured debt and our 'CCC+' issue-level
rating on its second-lien debt on CreditWatch with positive
implications. The recovery rating on the senior secured debt is
'3', reflecting our expectation of meaningful recovery (50%-70%;
rounded estimate: 55%) in the event of default. The recovery rating
on the second-lien debt is '6', reflecting our expectation of
negligible recovery (0%-10%; rounded estimate: 0%) in the event of
default."

The CreditWatch placement follows the company's announced merger
with Gores Holdings II Inc. in a cash and equity transaction. The
transaction will use $400 million of cash held in Gores Holdings
II's trust account and a $400 million private placement to pay cash
consideration to certain stockholders of the company, pay
transaction expenses, and reduce existing indebtedness. S&P expects
the transaction to close in the third quarter of 2018.

The CreditWatch placement reflects S&P Global Ratings' view of the
potential improvement to Verra's credit profile and ratings
following the merger. Furthermore, because the company is funding
the transaction with cash and equity that will be used for debt
repayment, S&P believes pro forma credit metrics are likely to
strengthen.

S&P expects to resolve the CreditWatch placement after the
transaction closes in the third quarter of 2018.


AUSTLEN BABY: Seeks Interim Access to Cash Collateral
-----------------------------------------------------
Austlen Baby Co. requests the U.S. Bankruptcy Court for the Western
District of Texas authorize the use of cash collateral on an
interim basis pending a final hearing consistent with the Budget.

Austlen's operations have been financed through secured, SBA backed
debt issued by Amplify Federal Credit Union through two loan
facilities: (1) Loan #74820950-00 with a current balance of
$1,383,947; and (2) Loan #82792450-07 with a current balance of
1,606,945.50.  The Amplify Debt is secured by blanket liens on
Austlen's assets.

The Amplify Debt is also personally guaranteed by Leslie Stiba and
her husband, as well as Laffan and his wife. Amplify asserts a lien
on the Cash Collateral, and should the Court grant the DIP
Financing Motion, the DIP Lenders will have a senior lien on Cash
Collateral.

As adequate protection for the use of Cash Collateral, Amplify will
retain its alleged liens (subject to the liens proposed to be
granted to the DIP Lenders in connection with the DIP Facility),
and will be granted an administrative claim and replacement liens
(also subject to the liens and super-priority administrative claims
proposed to be granted to the DIP Lenders in connection with the
DIP Facility) upon any post-petition receivables, and other
proceeds of their alleged pre-petition collateral, to the extent
that the proposed used of cash collateral results in a decrease, if
any, in the value of Amplify's alleged collateral interests. The
Debtor will also provide a comparison of budget-to-actual figures
throughout the time of any use of alleged Cash Collateral.

A full-text copy of the Debtor's Motion is available at

              http://bankrupt.com/misc/txwb18-10749-7.pdf

                      About Austlen Baby Co.

Austlen Baby Co. -- https://www.austlen.com/ -- creates baby gear
and products that make being a parent a little easier.  Austlen
Baby Co.'s flagship product is the Entourage Stroller, a 3-stage
expansion stroller with adjustable market tote, platform rider and
stowable jump seat, reclining and stowable second seat, and dual
car seat compatibility.  Austlen Baby Co. was founded by CEO Leslie
Stiba.  Austlen Baby Co. is based in Austin, with a design and
engineering office in Philadelphia.

Austlen Baby Co., f/k/a City Bebe Ltd., filed a Chapter 11 petition
(Bankr. W.D. Tex. Case No. 18-10749), on June 10, 2018.  In the
petition signed by Leslie Stiba, president and CEO, the Debtor
disclosed total assets of $13.24 million and total liabilities
amounting to $4.37 million.  The case is assigned to Judge
Christopher H. Mott.  The Debtor is represented by Kell C. Mercer,
Esq. at Kell C. Mercer, PC.  


AVIS BUDGET: S&P Affirms 'BB' Corp. Credit Rating, Outook Stable
----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' rating on Avis Budget Group
Inc. The outlook is stable.

S&P said, "At the same time, we raised our issue-level ratings on
Avis Budget Group Inc. and its subsidiaries' senior unsecured debt
to 'BB' from 'BB-' and revised our recovery rating to '4' from '5'.


"In addition, we affirmed our 'BBB-' issue-level ratings on Avis
Budget's $1.8 billion senior secured revolving credit facility and
$1.139 billion senior secured term loan. The recovery rating on
both remains unchanged at '1', indicating our expectation of very
high recovery (90%-100%, rounded estimate: 95%) in the event of a
payment default.

"We are raising our issue-level ratings on Avis Budget's senior
unsecured debt due to the increased value of Avis' vehicle fleet
net of secured debt encumbrance. The book value of Avis' vehicle
fleet has grown over the past year to $12.4 billion as of March 31,
2018, from approximately $11.0 billion as of March 31, 2017. We are
also affirming our corporate credit rating, as we expect fairly
stable pricing in Avis Budget's Americas and International segments
over the next year. Airline traffic growth has been strong,
especially for leisure travel, a trend that boosts car rentals and
that we expect will continue. However, the company has experienced
more pricing pressure in the commercial (corporate customers)
segment, with lower margins than in the leisure segment. After weak
used car prices in 2016 and most of 2017, we expect higher residual
values will have a modestly positive impact in 2018. Over time, the
car rental and car sharing businesses could face increasing
pressure from the spread of ride-hailing companies, such as Uber
and Lyft. However, we don't foresee a significant impact over the
next few years. Currently, the car rental and ride-hailing
businesses only have limited overlap because most rentals involve
much longer trips and rental periods.

"The stable outlook on Avis Budget Group Inc. reflects that we
expect Avis Budget's credit metrics to remain consistent over the
next year as pricing remains relatively stable and higher residual
values are offset by higher interest expense. We expect the company
to maintain EBIT interest coverage in the mid-1x area, funds from
operations (FFO) to debt in the low-20% area, and debt to capital
in the high 90% area.

"Although unlikely over the next year, we could lower the ratings
if pricing and/or residual values were weaker than expected,
causing EBIT interest coverage to decline to below 1.3x and remain
there on a sustained basis.

"Although unlikely, we could raise the ratings over the next year
if pricing and residual values were higher than expected and the
company were able to execute its various operating initiatives,
such that EBIT interest coverage exceeded 1.9x or debt to capital
declined to below 90% and remained there over a sustained period."


BALL CORP: Moody's Affirms Ba1 CFR Amid US Food/Aerosol Sale Deal
-----------------------------------------------------------------
Moody's Investors Service affirmed all ratings of Ball Corporation
including its Ba1 CFR, Ba1-PD probability of default and SGL-2
Speculative Grade Liquidity Rating ("SGL") following Ball's
announcement that it will sell its U.S. steel food and steel
aerosol business and form a joint venture, Ball Metalpack, with
Platinum Equity. The newly formed packaging company manufactures
steel containers for aerosol products, food, household consumables,
pet food, and nutritional and other products in the United States.
Platinum Equity will own 51 percent of Ball Metalpack and Ball
Corporation will own 49 percent. The outlook remains stable. The
transaction is expected to be completed in the second half of 2018
and will be subject to certain regulatory approvals and customary
closing conditions.

Outlook Actions:

Issuer: Ball Corporation

Outlook, Remains Stable

Affirmations:

Issuer: Ball Corporation

Probability of Default Rating, Affirmed Ba1-PD

Speculative Grade Liquidity Rating, Affirmed SGL-2

Corporate Family Rating, Affirmed Ba1

Senior Secured Bank Credit Facility, Affirmed Baa3 (LGD3)

Senior Unsecured Regular Bond/Debenture, Affirmed Ba1 (LGD4)

RATINGS RATIONALE

The affirmation of the corporate family rating and stable outlook
reflect the limited impact the sale has on Ball's credit metrics
and an expectation of further improvement in the company's metrics
despite the sale. Ball is expected to maintain credit metrics
within the rating category despite the fact that more than half of
the proceeds have been earmarked for share repurchases. The company
is still on track to generate prodigious free cash flow and realize
further synergies from the Rexam acquisition. Despite the sale,
Ball is expected to continue to improve credit metrics over the
next 12 months and remain within the Ba1 rating category.

Ball Corporation will contribute its U.S. steel food and aerosol
packaging manufacturing assets to the joint venture. These include
the following tinplate steel assets: Canton (Brookline and Warner
Rd.) and Columbus, Ohio; Milwaukee and Deforest, Wisconsin;
Chestnut Hill, Tennessee; Horsham, Pennsylvania; Springdale,
Arkansas, and Oakdale, California. In 2017, these U.S. tinplate
steel assets had sales of $746 million and comparable operating
earnings of $48 million. Jim Peterson, who currently manages those
assets, will act as CEO of the joint venture. In return, Ball
Corporation will receive more than $600 million in pre-tax proceeds
from the transaction and will retain a 49 percent interest in Ball
Metalpack, for a total value of approximately $675 million. More
than half of the proceeds will be used to repurchase stock,
increasing the 2018 share buyback to be in the range of $675
million by year end. Ball's 2019 financial goals of $2 billion of
comparable EBITDA and free cash flow in excess of $1 billion remain
unchanged, although they will be slightly more challenging to
achieve following the sale of these assets and its related earnings
and cash flow.

Ball Corporation benefits from its stable profitability,
consolidated industry structure with long-standing competitive
equilibrium and scale. The company also benefits from its high
percentage of long-term contracts with strong cost pass-through
provisions, geographic diversification and a continued emphasis on
innovation and product diversification.

Ball is constrained by its aggressive financial policy, primarily
commoditized product line and concentration of sales. The company
has demonstrated a willingness to undertake large, debt financed
acquisitions that stretch credit metrics and significant share
repurchase programs. The product line still includes a large
percentage of commodity products. Ball also has a high
concentration of sales by both customer and product line.

The SGL-2 speculative grade liquidity rating reflects Ball's
projected strong cash flow, ample availability under the revolving
credit facility and good covenant cushion. The company has ample
liquidity which includes a $1.5 billion multi-currency revolving
credit facility which expires March 2021. Additionally, the company
maintains adequate cash balances. Peak working capital needs occur
in the first and second calendar quarters and fluctuate depending
upon raw material costs. Working capital needs can also be affected
by unit volumes and growth rates in different segments as payment
terms can vary. The company has generally maintained adequate
availability under its revolver after funding working capital needs
and the strong contractual cost pass-through mechanisms ensure cash
flow increases accordingly when raw material costs rise. Covenants
under the extended credit facility include a net leverage test
under which the company is expected to have ample cushion. The
nearest significant debt maturity is the $1 billion and €400
million unsecured notes due December 2020. The credit facilities
will mature in 2021 and are secured by a stock pledge only leaving
the potential for some assets to be sold as an alternative source
of liquidity. Other maturities include $750 million of senior notes
due 2022, EUR700 million of senior notes due 2023, $1 billion of
senior notes due 2023, $1 billion of senior notes due 2025, and
$750 million of senior notes due 2026.

The stable outlook reflects an expectation that the company
achieves the projected improvements in operating results and
synergies arising from the recent Rexam acquisition.

Ball's financial aggressiveness is the primary impediment to an
upgrade. An upgrade in ratings would require a commitment to
maintain less aggressive financial policies or significantly more
cushion within the contemplated higher rating category.
Additionally, an upgrade would require an investment grade capital
structure and continued stability in the competitive and operating
environment. Specifically, the rating could be upgraded if:

  - Adjusted total debt-to-EBITDA improved to less than 3.25 times

  - Funds from operations-to-debt improved to over 22%

  - EBITDA-to-interest expense improved to over 6.25 times on a
sustainable basis

The ratings or outlook could be downgraded should an acquisition,
new shareholder initiative or exogenous shock impair cash
generation. The failure of the company to achieve the projected
improvements in credit metrics or a deterioration in the operating
and competitive environment could also result in a downgrade.
Specifically, the ratings could be downgraded if:

  - Adjusted total debt-to-EBITDA remains above 4.0 times

  - Funds from operations-to-debt remains below 18%

  - EBITDA-to-interest expense remains below 5.5 times

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
May 2018.

Broomfield, Colorado-based Ball Corporation is a manufacturer of
metal packaging, primarily for beverages, foods and household
products, and a supplier of aerospace and other technologies and
services to government and commercial customers. The metal
packaging business generates approximately 90% of revenue, with the
aerospace business contributing the balance. Ball is one of the
world's largest beverage can producers, with leading positions in
North America and Europe. The company reports in five segments
including Beverage Packaging North and Central America, Beverage
Packaging South America, Beverage Packaging Europe, Food and
Aerosol Packaging, and Aerospace. Revenue for the twelve month
period ended March 31, 2018 totaled approximately $11.3 billion.


BARCELONA APARTMENTS: Seeks Access to Fannie Mae Cash Collateral
----------------------------------------------------------------
Barcelona Apartments, LLC, seeks authorization from the United
States Bankruptcy Court for the Northern District of Texas to use
cash collateral in order to fund ongoing operating expenses for the
Property -- an apartment complex in Big Spring, Texas.

Federal National Mortgage Association ("Fannie Mae") claims a lien
on the Property and all rents derived from the Property pursuant to
Loan Documents between the Debtor and Arbor Commercial Funding,
LLC.

The Loan Documents include a Multifamily Note; Multifamily Deed of
Trust, Assignment of Leases and Rents, Security Agreement and
Fixture Filing; and Multifamily Loan and Security Agreement
(non-recourse).

Although the Debtor is current on pre-petition monthly payments due
to Fannie Mae under the Loan Documents, Fannie Mae declared a
non-monetary default under the Loan Documents and posted the
Property for foreclosure on June 5, 2018, which precipitated the
Debtor's bankruptcy filing. The Debtor believes that the alleged
non-monetary default is apparently related to the condition of the
Property and repairs Fannie Mae has requested that the Debtor
perform.

The Debtor has an immediate need to use Fannie Mae's cash
collateral, namely rents collected from operations of the Property,
which are deposited into the Debtor's operating account as
collected each month.

The Debtor believes Fannie Mae's equity cushion in the Property
exceeds $2,000,000. Nonetheless, the Debtor proposes to adequately
protect the interests of Fannie Mae by providing Fannie Mae with
the following:

     (a) Replacement liens that are co-extensive with its
prepetition liens to the same extent, validity, and priority of its
prepetition liens; and

     (b) Ongoing monthly payments of at least the amount of
non-default interest due under the Loan Documents in accordance
with 11 U.S.C. Section 362(d)(3)(B).

A full-text copy of the Cash Collateral Motion is available at

           http://bankrupt.com/misc/txnb18-31925-11.pdf

                   About Barcelona Apartments, LLC

Barcelona Apartments, LLC is a privately held apartment complex
owner based in Big Spring, Texas.

Barcelona Apartments sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-31925) on June 5,
2018.  In the petition signed by Alan Kuatt, managing member, FSG
Holdings, LLC, managing member of Barcelona Apartments, LLC, the
Debtor estimated assets and liabilities of less than $10 million.


The Hon. Barbara J. Houser is the case judge.

The Debtor is represented by Charles Brackett Hendricks, Esq. at
Cavazos Hendricks Poirot, P.C.


BAYTEX ENERGY: Egan-Jones Hikes Senior Unsecured Ratings to B+
--------------------------------------------------------------
Egan-Jones Ratings Company, on June 18, 2018, upgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Baytex Energy Corporation to B+ from B-.

Baytex Energy Corporation is a Calgary-based Canadian producer,
developer and explorer of oil and natural gas. Formerly a trust, it
converted to a corporation January 2011 because of government
changes to tax incentives.


BELFOR HOLDINGS: Moody's Alters Outlook to Pos. & Affirms B1 CFR
----------------------------------------------------------------
Moody's Investors Service changed the ratings outlook of Belfor
Holdings, Inc. to positive from stable. Concurrently, Moody's
affirmed Belfor's B1 Corporate Family Rating ("CFR"), B1-PD
Probability of Default Rating and the Ba3 rating on its senior
secured bank credit facility, consisting of a revolving credit
facility due 2021, term loan A due 2021 and term loan B due 2022.

RATINGS RATIONALE

The change in outlook to positive from stable reflects the
expectation that the company will build on the positive momentum in
operating performance generated following the active 2017 hurricane
season, with forward credit metrics benefiting from a long record
of gradual top line growth and relatively steady demand in the
company's base (non-hurricane related) business. Moody's does not
include hurricanes in its projections due to their unpredictable
event nature. Moody's also expects Belfor to maintain financial
policies that support an improved long-term financial leverage
profile and sustain good liquidity over the next 12-18 months that
is supported by positive annual free cash flow generation of at
least $50 million, ample revolver availability and good covenant
headroom.

The B1 CFR recognizes Belfor as a leader in the fragmented and
highly competitive property damage restoration industry, driven by
its large scale, advanced technical capabilities and good
geographic coverage within regions and across continents. This
gives it the flexibility to meet surges in demand and helps it to
sustain longstanding customer relationships with large corporations
and property and casualty insurers that provide a large base of
recurring revenue, enhancing its competitiveness. As a result, the
company is well positioned also to benefit from profitable but
infrequent hurricane event-related work, which tends nonetheless to
drive better credit metrics in the short term than normal
historical averages.

The rating also reflects Belfor's key-man risk and exposure to
foreign exchange headwinds (about 50% of revenue non-U.S.). The
company relies on revolver borrowings for working capital needs and
acquisition spending. Its acquisitive nature poses risks of
integration and meaningful debt-funded growth, although Belfor
could fund smaller bolt-on acquisitions with cash and positive free
cash flow. Moody's believes that the company's base operating
margins will remain under pressure amidst growing competitive
threats but expects credit metrics to remain supportive of the B1
CFR, including debt-to-EBITDA below or approximating 4x through
2019 (all metrics after Moody's standard adjustments).

Outlook Actions:

Issuer: Belfor Holdings, Inc.

Outlook, Changed to Positive from Stable

Issuer: BELFOR USA Group, Inc.

Outlook, Changed to Positive from Stable

Affirmations:

Issuer: Belfor Holdings, Inc.

Probability of Default Rating, Affirmed B1-PD

Corporate Family Rating, Affirmed B1

Issuer: BELFOR USA Group, Inc.

Senior Secured Bank Credit Facility, Affirmed Ba3 (LGD3)

Downward ratings pressure would develop with expectations for
adjusted leverage to be sustained at or above 5.0x, negative free
cash flow (cash from operations minus capex and dividends) or a
material decline in the margin profile. Debt-funded acquisitions or
shareholder distributions that meaningfully increase debt leverage
could also lead to a downgrade.

Upward rating change would be driven by expectations of performance
in line with higher rated peers, leverage to be sustained below
3.5x and free cash flow to adjusted debt exceeding 10%, and
evidence of a commitment to a conservative financial policy and
broader governance.

The principal methodology used in these ratings was Environmental
Services and Waste Management Companies published in April 2018.

Belfor Holdings, Inc., through its subsidiaries, is a global damage
recovery and restoration provider offering its services to
insurance companies, insurance intermediaries, industrial,
commercial and residential customers. The company is
management-owned. Revenues were approximately $1.7 billion as of
the twelve months ended March 31, 2018.


BG PETROLEUM: Disclosure Statement Hearing Set for July 27
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
is set to hold a hearing on July 27, at 11:00 a.m., to consider
approval of the disclosure statement, which explains the Chapter 11
plan for BG Petroleum, LLC.

The hearing will take place at Courtroom B.  Objections to the
disclosure statement are due by July 20.

                      About BG Petroleum LLC

Nyle and Joan Mellott, Thomas and Ladonna Waters, Clinton D.
Simmons, Simmons K. Robert, and Loretta M. Simmons filed an
involuntary Chapter 11 petition against Arnold, Maryland-based BG
Petroleum, LLC (Bankr. W.D. Pa. Case No. 13-70334) on May 3, 2013.

James R. Walsh, Esq., at Spence Custer Saylor Wolfe & Rose serves
as the Petitioners' counsel.


BLUE COLLAR: Aug. 7 Plan Confirmation Hearing
---------------------------------------------
Bankruptcy Judge Robert Summerhays has approved Blue Collar
Enterprises, LLC's disclosure statement as amended on May 8, 2018,
referring to a concurrently filed amended plan of reorganization.

July 31, 2018 is fixed as the last date for submitting ballots to
accept or reject the Plan, and the last date for filing and serving
objections, if any, to the confirmation of the Plan.

August 7, 2018 at 10:00 AM is fixed as the date and time for
hearing on confirmation of the Plan, which will be held at 214
Jefferson Street, 1st Floor Courtroom, and Lafayette, Louisiana.

As previously reported by the Troubled Company Reporter, unsecured
creditors will recover 4.2% under the amended plan.

A full-text copy of the First Amended Disclosure Statement is
available at:

     http://bankrupt.com/misc/lawb18-50447-126.pdf

A full-text copy of the First Amended Plan is available at:

     http://bankrupt.com/misc/lawb18-50447-127.pdf

               About Blue Collar Enterprises

Blue Collar Enterprises, LLC, which conducts business under the
name Blue Dog Cafe -- http://www.bluedogcafe.com/-- is a
restaurant serving Cajun cuisine, Louisiana fusion, steaks and
seafood amidst a private collection of artworks by renowned artist
George Rodrigue (the creator of the iconic Blue Dog).  It has two
locations in Lafayette and Lake Charles, Louisiana.

Blue Collar Enterprises sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. La. Case No. 18-50447) on April 11,
2018.

In the petition signed by Stephen Santillo and Andrew Rodrigue,
members, the Debtor disclosed $37,700 in assets and $1.15 million
in liabilities.

Judge Robert Summerhays presides over the case.


BLUE EAGLE FARMING: Taps Finley President as Restructuring Advisor
------------------------------------------------------------------
Blue Eagle Farming, LLC, seeks approval from the U.S. Bankruptcy
Court for the Northern District of Alabama to hire Finley, Colmer
and Company President Peter Colmer as its chief restructuring
advisor.

Mr. Colmer will assist the company and its affiliates in analyzing
their business, working capital needs and restructuring; provide
financial advisory services in connection with the formulation of a
bankruptcy plan; provide testimony; negotiate with creditors; and
provide other services related to the Debtors' Chapter 11 cases.

The Debtor will pay Mr. Colmer an hourly fee of $400 while senior
associates who may assist him will be paid $300 per hour.  A
retainer fee of $50,000 will also be paid to the restructuring
advisor.

Mr. Colmer is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code, according to court filings.

Mr. Colmer maintains an office at:

     Peter Colmer
     Finley, Colmer and Company
     5565 Glenridge Connector, Suite 200
     Atlanta, GA 30342
     Phone: (770) 668-0637
     Fax: (678) 279-5808
     Email: pwc@finleycolmer.com

                   About Blue Eagle Farming

Blue Eagle Farming, LLC and its affiliate H J Farming, LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ala. Case Nos. 18-02395 and 18-02397) on June 8, 2018.

On June 9, 2018, five Blue Eagle affiliates filed Chapter 11
petitions: Blue Smash Investments LLC, Eagle Ray Investments LLC,
Forse Investments LLC, Armor Light LLC, and War-Horse Properties,
LLLP ((Bankr. N.D. Ala. Case Nos. 18-81707 to 18-81711).  The cases
are jointly administered under Case No. 18-02395.

Blue Eagle Farming and H J Farming are engaged in the business of
cattle ranching and farming.  Blue Smash Investments operates in
the financial investment industry; War-Horse Properties manages
companies and enterprises; Eagle Ray Investments and Forse
Investments are lessors of real estate while Armor Light, LLC is
engaged in the business of residential building construction.

In the petitions signed by Robert Bradford Johnson, general partner
of the Debtor's sole owner, the Debtors disclosed these assets and
liabilities:

                    Estimated              Estimated
                      Assets              Liabilities
                  ------------          --------------
Blue Eagle   $1 mil. to $10 million  $100 mil. to $500 million
H J Farming  $1 mil. to $10 million   $100,000 to $500,000
Blue Smash   $1 mil. to $10 million         $0 to $50,000
Eagle Ray    $1 mil. to $10 million  $100 mil. to $500 million
Forse Inv.   $1 mil. to $10 million  $100 mil. to $500 million
Armor Light $100,000 to $500,000            $0 to $50,000
War-Horse    $1 mil. to $10 million         $0 to $50,000
  
Judge Tamara O. Mitchell presides over the cases.


BLUESTEM BRANDS: Moody's Alters Outlook to Neg. & Affirms Caa1 CFR
------------------------------------------------------------------
Moody's Investors Service revised Bluestem Brands, Inc.'s ratings
outlook to negative from stable. At the same time, Moody's affirmed
Bluestem's Corporate Family Rating at Caa1, Probability of Default
Rating at Caa1-PD, and its Senior Secured Term Loan at Caa1.

"The outlook change to negative reflects Bluestem's increasing
refinancing risk in light of its need to materially improve
operating performance within the next 12 months," stated Moody's
retail analyst, Mike Zuccaro. "Bluestem has launched a series of
actions designed to boost revenue and profit growth, including
stabilizing its credit portfolio, cost reductions, and improved
marketing, merchandising and inventory productivity that will take
more time to take hold. Meanwhile, debt maturities are quickly
approaching, with its secured revolver due to expire on July 10,
2020 and its secured term loan set to mature on November 7, 2020."


Moody's took the following rating actions:

Issuer: Bluestem Brands, Inc.

Ratings affirmed:

Corporate Family Rating at Caa1

Probability of Default Rating at Caa1-PD

Senior Secured Term Loan due 2020 at Caa1 to (LGD4) from (LGD3)

Outlook Actions:

Outlook, changed to Negative from Stable

RATINGS RATIONALE

Bluestem's Caa1 Corporate Family Rating reflects the inherent
volatility of revenue and earnings due to the discretionary nature
of its products and high credit risk of its subprime target
demographic. The Company offers financing to low and middle income
consumers who are more sensitive to economic downturns and more
prone to credit delinquency or default, particularly in challenging
economic environments. Bluestem's financial leverage is currently
high, stemming from the 2014 acquisition of the company by Bluestem
Group Inc. (formerly, Capmark Financial Group Inc.), the 2015
acquisition of Orchard Brands Corporation, and recent weak
performance. As of May 4, 2018, lease-adjusted debt/EBITDAR was
around 6.8 times, including a $13.3 million negative impact on
EBITDA from a first quarter accounting change (or around 5.8x
excluding this impact). However, Moody's believes that Bluestem's
overall risk profile is significantly higher due to its reliance on
customer financing for the bulk of Northstar Portfolio sales, the
subprime nature of its customers which can increase volatility of
the shared earnings within the receivables portfolio, and the
limited number of program counterparties. Moody's accounts for this
risk by capitalizing the average sold receivables balance using the
value of equity at a 5:1 debt/equity ratio, which effectively
increases Bluestem's current leverage to over 9.5 times (or around
8.5x when excluding the first quarter accounting change impact).

Balancing these risks are the Company's credible position in its
niche category, differentiated business model due to integration of
proprietary credit offerings with a broad general merchandise
offering that provides a significant barrier to entry, and
favorable demographics due to the large and underserved target
customer demographic. The Company has a sizeable customer database
with significant number of customers making repeat purchases using
Bluestem's proprietary revolving credit lines. The Company also
benefits from continued solid growth trends in online retail
spending. Moody's expects liquidity to remain adequate over the
next 12 months, with balance sheet cash, cash flow and excess
revolver availability more than sufficient to cover cash flow needs
over this timeframe, with excess cash used to reduce borrowing at
the end of the fiscal year. While covenant cushion in both its
Credit and Program Agreements will remain tight over the very near
term, Moody's expects that the Company has levers in place
(including cash at the parent) that will allow them to remain in
compliance over the next twelve months.

Ratings could be downgraded if the Company is unable to refinance
its capital structure well ahead of its obligations becoming
current in 2019 (starting with its revolver in July 2019, and term
loan in November 2019), if earnings fail to turnaround, free cash
flow turns negative, or if financial covenant violations appear
likely.

Ratings could be upgraded if the Company maintains adequate
liquidity by extending its debt maturity profile and returns to
profitable growth with material credit metric improvement. Specific
metrics include Moody's debt/EBITDA (including leases and the
off-balance sheet receivables financing adjustment) sustained below
7.0 times and EBITDA-Capex/interest expense above 1.25 times.

The principal methodology used in these ratings was Retail Industry
published in May 2018.

Headquartered in Eden Prairie, MN, Bluestem Brands, Inc. operates
multiple direct to consumer retail brands. Its Northstar portfolio
includes Fingerhut and Gettington, which sell a broad selection of
name brand and private label merchandise serving low- to
middle-income consumers by offering multiple payment plans through
revolving credit lines or installment loans. Its Orchard portfolio
includes Appleseed's and Bedford Fair among several others, which
sell apparel, accessories, and home products for the boomer and
senior demographic, and provide customers with the ability to
obtain credit through a third-party private label credit card.


BOOZ ALLEN: Moody's Alters Outlook to Stable & Affirms Ba2 CFR
--------------------------------------------------------------
Moody's Investors Service has changed the rating outlook of Booz
Allen Hamilton Inc. ("BAH") to stable from negative, and affirmed
all ratings including the corporate family rating (CFR) of Ba2.

RATINGS RATIONALE

The outlook change to stable reflects expected strong US defense
outlays through 2019, BAH's rapid backlog growth indicating that
the company is participating in an expanding market, and
continuation of financial policies and liquidity profile that
support the rating.

The US Department of Justice (DoJ) has an ongoing investigation of
practices of charging indirect costs, and there is a broader
question surrounding BAH's internal controls following theft of
classified materials by former employees. This may take some time
to resolve. However, Moody's believes that efforts to solidify
operational controls has convinced federal customers to continue to
work with the company as evidenced by a strong rate of both new
contract awards and task orders. In Moody's view, the company is
gaining market share and the backlog growth suggests the trend may
continue.

In Moody's view, the US DoJ investigation likely stems from a False
Claims Act violation. Based on prior False Claims Act related legal
settlements between defense contractors and the US Government a
financial settlement, if any, should be manageable within BAH's
financial resources. Nonetheless, the exact scope and nature of the
investigation, as well as the status, remain unclear.

The ratings, including the Ba2 CFR, reflect BAH's long heritage as
a consultant to federal agencies, and deep familiarity with
networks, processes and preferences of many federal agencies,
including within classified and non-classified settings. The
company profile and brand name facilitate employee
recruitment/retention, which is critical as federal spending on
information technology grows and competition for talented workers
intensifies.

Moody's expects debt to EBITDA to be around the 3x level and free
cash flow to debt at high single teen percent level. BAH will
likely be less acquisitive than some of its peers will be over the
next few years, focused on acquisitions that add technical
capabilities rather than fulfill a scale objective.

The liquidity profile is good, as denoted by the speculative grade
liquidity rating of SGL-2. A $500 million unused revolver, expected
annual free cash flow of $175 million to $200 million with cash
minimally around $150 million compare solidly to annual scheduled
term loan amortization of around $60 million.

The secured bank debt facilities are rated Ba1, one notch above the
CFR, which benefit from the class of unsecured claims including the
$350 million unsecured notes due 2025. The unsecured rating of B1,
two notches below the CFR, reflects the higher expected loss
compared to the secured claims.

The ratings could be upgraded with expectations of debt to EBITDA
in the high 2x range, funds from operation to debt above 25%, a
higher percentage of revenues from federal civilian agencies or
foreign government/commercial end market, cash sustained at $300
million or higher.

The ratings could be downgraded with expectation of debt to EBITDA
of 4x, funds from operation to debt below 15%, significant
reputational or financial costs associated with the US Department
of Justice investigation, a diminished liquidity profile.

Outlook Actions:

Issuer: Booz Allen Hamilton Inc.

Outlook, Changed To Stable From Negative

Affirmations:

Issuer: Booz Allen Hamilton Inc.

Probability of Default Rating, Affirmed Ba2-PD

Speculative Grade Liquidity Rating, Affirmed SGL-2

Corporate Family Rating, Affirmed Ba2

Senior Secured Bank Credit Facility, Affirmed Ba1 (LGD3)

Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD5)

Booz Allen Hamilton Inc. is a provider of management and technology
consulting and engineering services to governments in the defense,
intelligence and civil markets, global corporations and
not-for-profit organizations. Booz Allen is headquartered in
McLean, VA, and reported revenues of approximately $6.2 billion for
the fiscal year ended March 31, 2018.



BOOZ ALLEN: S&P Rates New Senior Secured Credit Facilities 'BB'
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '3'
recovery rating to Booz Allen Hamilton Inc.'s proposed senior
secured credit facilities, which comprise a $500 million revolver
due 2023 and a $1.379 billion term loan A due 2023 (including a
$300 million delayed draw term loan). The '3' recovery rating
indicates S&P's expectation for meaningful (50%-70%; rounded
estimate: 60%) recovery in a default scenario.

All of S&P's other ratings on the company remain unchanged.

Booz Allen plans to use the proceeds from the new term loan A to
repay the $1.079 billion outstanding on its existing term loan A.
If the company draws on the delayed draw term loan A, it will use
the proceeds to support its capital deployment plans, including for
small acquisitions and share repurchases, while maintaining
debt-to-EBITDA (as the company defines it) of around 3x, which is
in line with S&P's expectations. The transaction will also extend
the maturities of the facilities to 2023 from 2021 and provide more
favorable pricing. This transaction will somewhat reduce the
company's interest expense; however, S&P does not believe that it
will significantly alter its credit metrics.

S&P said, "Our ratings on Booz Allen reflect the company's
long-standing relationships with key intelligence and defense
organizations, its meaningful scale (which enables it to compete
effectively for contracts), its diverse customers and service
capabilities, and its low contract concentration. The evolving
competitive landscape for government contracting and the
uncertainty about the pace of future increases in government
defense spending partially offset these factors. We expect the
company's credit metrics to improve gradually over the next few
years absent any large debt-financed acquisitions."

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

-- S&P has completed its recovery analysis and assigned a '3'
recovery rating to the company's $1.379 billion term loan A due
2023. S&P's analysis assumes the delayed draw term loan is fully
utilized.

-- Pro forma for the transaction, the company's capital structure
will comprise a $500 million cash flow revolver, approximately $1.8
billion of first-lien term loans, and $350 million of senior
unsecured notes.

-- Other default assumptions include LIBOR rising to 250 basis
points and the revolver is 85% drawn at default.

Simulated default scenario

-- Simulated year of default: 2023
-- EBITDA at emergence: $227 million
-- EBITDA multiple: 5.5x

Simplified waterfall

-- Net recovery value for waterfall after admin. expenses (5%):
$1.183 billion
-- Valuation split (obligors/nonobligors): 100%/0%
-- Estimated first-lien claims: $1.923 billion
    --Recovery expectations: 50%-70% (rounded estimate: 60%)
-- Estimated unsecured claims: $1.114 billion
    --Recovery expectation: 0%-10% (rounded estimate: 0%)

  RATINGS LIST

  Booz Allen Hamilton Inc.
   Corporate Credit Rating            BB/Stable/--

  New Ratings

  Booz Allen Hamilton Inc.
   Senior Secured
    $500 mil revolver due 2023        BB
     Recovery Rating                  3(60%)
    $1.379 bil term loan A due 2023   BB
     Recovery Rating                  3(60%)


BWAY HOLDING: Moody's Affirms B3 CFR, Outlook Negative
------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family Rating
and B3-PD Probability of Default Rating of BWAY Holding Company,
Inc. ("BWAY") following their announcement to issue EUR475 million
Senior Secured Notes and a $400 million add-on to the existing Term
Loan B. All instrument ratings have been. The ratings outlook
remains negative. The proceeds will be used to acquire Industrial
Container Services (ICS) as well as pay fees and expenses
associated with the transaction and repurchase $100 million in
preferred stock.

Assignments:

Issuer: BWAY Holding Company, Inc.

Senior Secured Regular Bond/Debenture, Assigned B2(LGD3)

Outlook Actions:

Issuer: BWAY Holding Company, Inc.

Outlook, Remains Negative

Affirmations:

Issuer: BWAY Holding Company, Inc.

Probability of Default Rating, Affirmed B3-PD

Corporate Family Rating, Affirmed B3

Senior Secured Bank Credit Facility, Affirmed B2(LGD3)

Senior Secured Regular Bond/Debenture, Affirmed B2(LGD3)

Senior Unsecured Regular Bond/Debenture, Affirmed Caa2(LGD5)

RATINGS RATIONALE

The affirmation of the B3 CFR and negative outlook reflect BWAY's
continued high leverage and further risks inherent in the proposed
debt financed acquisition and repurchase of preferred stock. The
risks are partially counterbalanced by the strong strategic
rationale for acquiring ICS and the expected synergies. The
company's leverage remains elevated from the debt financed Mauser
acquisition in April 2017 as projected synergies have not yet
flowed through to the income statement as anticipated yet.
Additionally, BWAY has used free cash flow for further
acquisitions. Pro forma leverage is well over 7.5 times for the 12
months ended March 31, 2018 (excluding projected synergies). In
addition, Moody's considers the revolver small relative to either
the pro forma revenue or the projected interest expense plus
capital spending. Management will need to execute on their
integration and operating plans in order to stabilize the rating
given that pro forma credit metrics leave no room for negative
variance.

Weaknesses in BWAY's credit profile include high pro forma
leverage, high concentration of sales and aggressive financial
policy. It also includes the mixed contract position, fragmented
industry and primarily commoditized product line. The majority of
pro forma revenue is generated from cyclical end markets and the
company has a high customer concentration in many of its segments.
The Mauser segment lacks contractual cost pass-throughs on some
business and there are significant lags on the business that has
them. The BWAY business has long-term contracts with customers that
contain cost pass-through provisions for core raw materials, but
other costs are excluded and the contracts allow for competitive
bids. The company has a high percentage of variable rate debt and
is not expected to hedge its interest expense.

Strengths in BWAY's credit profile include the company's strong
competitive position in certain markets, long-standing
relationships with customers and geographic diversity. In addition,
the company also has some exposure to more stable end markets
including consumer products. BWAY has a strong competitive position
in certain end markets including the US housing and
construction-related end markets where the company has a
significant share in the metal segment. The company has greater
scale and breadth of product line than many competitors.
Additionally, high shipping costs create a barrier against imports.
The pro forma company has geographic diversity with an extensive
global footprint.

BWAY's adequate liquidity reflects the pro forma availability under
a credit facility that is small for the company's size and expected
moderate free cash flow generation over the next four quarters. The
revolver is small compared relative to pro forma revenue or
compared to the combined projected capital spending and interest
expense. The company also has a high percentage of variable rate
debt and is not expected to hedge its interest expense. BWAY
generally has a minimal cash balance which is predominantly held
domestically in high quality instruments. The company has a $250
million asset based revolver which expires in August 2020 (not
rated by Moody's) and is subject to borrowing base limitations. The
revolver includes a $30 million limit for letters of credit. The
company's peak working capital period occurs in the first half of
the year. The company is not expected to generate free cash flow in
every quarter due to the seasonality of the business. Amortization
on the term loan is 1.0% or approximately $16 million annually.
BWAY's nearest debt maturity is the revolver which matures in
August 2020. Financial covenants under the revolver include a
springing fixed charge covenant of 1.0 time if availability is less
than the greater of 10% of the lesser of the commitment or the
borrowing base or $14 million. Projected cushion under the
financial covenant is expected to remain adequate over the next 12
months. The term loan has an excess cash flow sweep and no
financial maintenance covenants. All assets are encumbered by the
preponderance of secured debt leaving little in the way of
alternative sources of liquidity.

The rating outlook is negative. The negative outlook reflects high
pro forma leverage and integration and operating risk inherent in
the multiple acquisitions the company has recently undertaken. The
company will need to show significant progress on its integration
and operating plans over the next 12 to 18 months.

The rating could be upgraded if BWAY sustainably improves credit
metrics and maintains strong liquidity within the context of a
stable operating and competitive environment. The company would
also need to adopt less aggressive financial policies.
Specifically, the ratings could be upgraded if debt to EBITDA
declines below 5.5 times, funds from operations to debt increases
to above 8.75% and EBITDA to gross interest improves to over 2.0
times.

The rating could be downgraded if BWAY fails to improve credit
statistics to a level commensurate with the rating category or
there is a deterioration in liquidity, and/or the operating and
competitive environment. Continued aggressive financial policies
could also pressure the rating. Specifically, the rating could be
downgraded if total debt to EBITDA remains above 6.5 times, funds
from operations to debt remains below 6.0% and EBITDA to gross
interest remains below 2.0 times.

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
May 2018.

Headquartered in Maitland, Florida, Industrial Container Services
is a provider of industrial container solutions, container services
and container management systems. Steel reconditioning services
accounted for about 48% of sales, intermediate bulk container
reconditioning services for about 10%, specialty distribution for
about 21%, manufacturing for about 10%, and other for 11%, which
includes environmental and decontamination services. For the twelve
months ended March 31, 2018, sales were approximately $437 million.
Industrial Container Services does not publicly disclose
information.

BWAY Holding Company, Inc. is a supplier of steel paint cans,
plastic pails, plastic paint bottles, ammunition boxes, metal and
plastic drums, fiber drums, and intermediate bulk containers
("IBC's"). The company also reconditions IBC's for resale. General
line metal containers accounted for approximately 35% of BWAY's pro
forma revenue, general line plastic containers for 37%,
intermediate bulk containers for 12% and reconditioned containers
for 13%. With 115 manufacturing facilities, BWAY is a supplier of
steel paint cans, plastic pails, paint bottles, ammunition boxes
and metal and plastic drums. The company generates 77% of pro forma
sales in North America, 20% in Europe and 2% in Asia and South
America. Pro forma for the acquisition revenue for the twelve
months ended March 31, 2018 was approximately $3.5 billion. BWAY is
owned by Stone Canyon Industries and does not publicly disclose
information.


BWAY HOLDING: S&P Raises Corp. Credit Rating to 'B', Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on BWAY
Holding Co. to 'B' from 'B-'. The outlook is stable.  

S&P said, "We also raised our issue-level rating on the company's
term loan, pro forma for the incremental $400 million term loan,
and senior secured notes to 'B', and assigned our 'B' issue-level
and '3' recovery ratings to the company's EUR475 million
euro-denominated senior secured notes. The '3' recovery rating
indicates our expectation for meaningful (50%-70%; rounded
estimate: 55%) recovery in a payment default scenario.

"At the same time, we raised our issue-level rating on the
company's senior unsecured notes to 'CCC+' from 'CCC' with a '6'
recovery rating. The '6' recovery rating indicates our expectation
of negligible (0%-10%; rounded estimate 5%) recovery in the event
of a default.

"We are also withdrawing our ratings on the company's asset-based
lending (ABL) facility at the issuer's request."  

BWAY recently entered into a definitive agreement to acquire ICSH
Parent Inc. in a transaction valued at over $1.025 billion. The
company expects to fund the acquisition and a $100 million
redemption of series A preferred stock by issuing approximately
$955 million of incremental debt. The upgrade reflects the positive
impact the ICS acquisition will have on BWAY's overall scale,
product breadth, and share of the industrial rigid packaging
market.

S&P said, "The stable outlook reflects our expectation that
continued U.S. economic growth, particularly within the U.S.
residential construction market, and an improving global
industrials market will continue to support overall sales volumes
and strong free cash flow generation. Post the ICS acquisition, we
expect the company to continue aggressively pursuing various
process improvements associated with the Mauser and ICS
transactions. We expect the aforementioned factors to drive
moderate sales growth and improved operating margins over the next
12-18 months. We expect BWAY will maintain an adjusted
debt-to-EBITDA ratio around 8x over the next 12-18 months, which
combined with its consistent free cash flow generation,
covenant-lite capital structure, and no near-term debt maturities
is appropriate for the current rating.

"We could lower our ratings on BWAY if deteriorating operating
performance results in negative free cash flow or a constrained
liquidity position, such that the springing fixed-charge coverage
covenant on the company's ABL goes into effect with no near-term
remedy expected. Sharp increases in raw material and transportation
costs, wage inflation, weaker demand trends in the company's key
end markets, or the failure to execute on management's process
improvement and integration plans could depress BWAY's
profitability and liquidity. We could also downgrade the company if
it continues to pursue bolt-on acquisitions or shareholder rewards
that lead to the aforementioned liquidity constraints.  

"Though unlikely, we could raise our rating if the company improves
its adjusted debt-to-EBITDA ratio to approximately 7x on a
sustained basis. This could occur if sales volumes improve by 200
basis points (bps) and operating margins improve by 200 bps above
our base-case scenario. In conjunction with this improved credit
measure, we would require a commitment from the company and its
financial sponsor to maintain financial policies that support the
current rating."


C.J. HEALTH RECORD: Case Summary & 13 Unsecured Creditors
---------------------------------------------------------
Debtor: C.J. Health Record Consultant Services, Inc.
           dba C.J.Enterprises, Inc.
        7010 Lee Highway, Suite 212
        Chattanooga, TN 37421-1775

Business Description: Headquartered in Chattanooga, Tennessee - C.
                      J. Enterprises & Associates LLC (CJE)
                      -- http://www.cje.com-- is a diversified
                      company, specializing in a full range of
                      information management and administrative
                      services including consulting, Web
                      development, technical assistance, and
                      training on the federal, state and local
                      level for government agencies, health care
                      providers, businesses and other
                      organizations of all sizes.  Founded in 1980

                      by President and CEO Carolyn G. Jones and
                      Executive Vice President Edward G. Jones,
                      the formerly named, C. J. Health Records
                      Consulting Services (CJHR) was formed to
                      provide health information management
                      services to area health care providers.

Chapter 11 Petition Date: June 27, 2018

Case No.: 18-12810

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: Hon. Nicholas W. Whittenburg

Debtor's Counsel: Thomas W. Bible, Jr., Esq.
                  LAW OFFICE OF W. THOMAS BIBLE, JR.
                  6918 Shallowford Road, Suite 100
                  Chattanooga, TN 37421
                  Tel: (423) 424-3116
                  Fax: (423) 553-0639
                  E-mail: wtbibleecf@gmail.com
                         tom@tombiblelaw.com
                         melinda@tombiblelaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Carolyn Jones, president.

A copy of the Debtor's list of 13 unsecured creditors is available
for free at: http://bankrupt.com/misc/mab18-12810_creditors.pdf

A full-text copy of the petition is available for free at:

            http://bankrupt.com/misc/mab18-12810.pdf


CAMELOT CLUB: Taps Alliance CAS as Special Counsel
--------------------------------------------------
Camelot Club Condominium Association, Inc., seeks approval from the
U.S. Bankruptcy Court for the Northern District of Georgia to hire
Alliance CAS, LLC as special counsel.

The firm will assist the Debtor in its collection efforts and will
charge for its services at these rates:

     Demand letter                       $150, plus costs
     Advancing of lien and recording     $485, plus costs
     Intent to foreclose letter                      $125  
     Demand for rent                     $125, plus costs
     Alliance call center           $100/month (beginning
                                    90 days from file
                                    turnover date)
     Payment plan document preparation,    
       calculation and monitoring               $30/month
     Foreclosure file review, audit/
       analysis and file transfer to legal           $225
     Release of lien                                 $100
     Estoppel issuance fee – standard                $150
     Returned check charge                $70, plus costs
     Postage and mailing service             Actual costs

Alliance CAS does not represent any interest adverse to the
Debtor's estate, according to court filings.

The firm can be reached through:

     Scott Jaffee
     Alliance CAS, LLC
     1855 Griffin Rd. Suite A-407
     Dania Beach, FL 33004
     Phone: 866.778.9504
     Fax: 305.647.6552
     Email: support@alliancecas.com

                        About Camelot Club

Camelot Club Condominium Association, Inc., is a nonprofit
condominium association managed by a seven-member board.  The
Camelot Club Condominium, which consists of approximately 338
units, is located at 5655 Old National Highway, College Park,
Georgia.

Camelot Club Condominium Association filed a Chapter 11 petition
(Bankr. N.D. Ga. Case No. 16-68343) on Oct. 13, 2016.  In the
petition signed by CEO Kenneth
Harris, the Debtor estimated assets of $1 million to $10 million
and liabilities of less than $50,000.

The Debtor is represented by M. Denise Dotson, Esq. in Atlanta,
Georgia.


CARROLS RESTAURANT: Moody's Hikes CFR & Sr. Secured Notes to B2
---------------------------------------------------------------
Moody's Investors Service upgraded the senior secured notes of
Carrols Restaurant Group, Inc. ("Carrols") to B2 from B3. In
addition, Moody's upgraded the company's Corporate Family Rating
(CFR) to B2 from B3, Probability of default rating to B2-PD from
B3-PD and Speculative Grade Liquidity Rating (SGL) to SGL-2 from
SGL-3. The ratings outlook is stable.

"The ratings upgrade reflects Carrol's steady improvement in
operating earnings and stable credit metrics and our view that
operating performance will continue to strengthen as management
focuses on driving sales and managing costs," stated Bill Fahy,
Moody's Senior Credit Officer. The combination of positive
operating metrics and accretive acquisitions have led to improved
operating earnings and relatively stable credit metrics despite a
number of debt financed acquisitions with leverage on a debt to
EBITDA basis of around 5.3 at the end of the LTM period ending
March 2018. "The upgrade also factors in Carrol's scale within the
Burger King system, the significant ownership by Restaurant Brands
International, Inc. ("RBI") and good liquidity," stated Fahy.

Upgrades:

Issuer: Carrols Restaurant Group, Inc.

Probability of Default Rating, Upgraded to B2-PD from B3-PD

Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3

Corporate Family Rating , Upgraded to B2 from B3

Senior Secured Regular Bond/Debenture, Upgraded to B2 (LGD4) from
B3 (LGD4)

Outlook Actions:

Issuer: Carrols Restaurant Group, Inc.

Outlook, Changed To Stable From Positive

RATINGS RATIONALE

Carrols benefits from its material scale and position as the
largest franchisee within the Burger King Corporation ("BKC")
system, reasonable credit metrics and good liquidity. Also
considered is the significant ownership (approximately 21%) and
Board representation by Restaurant Brands International, Inc.
("RBI") the owner of Burger King as well as the brands position
among its peers and well balanced day-part division. Carrol's is
constrained by its acquisition growth strategy that drive both
integration risks and negative free cash flow as a result.

The stable outlook reflects Moody's view that both BKC's strategic
initiatives and Carrols experience in operating and integrating
Burger King restaurants should result in a steady improvement in
earnings and credit metrics. The outlook also reflects Moody's view
that revenue and earnings from recent acquisitions and sales lift
from ongoing unit remodeling should provide additional improvement
to earnings and liquidity over time.

Factors that could result in an upgrade include sustained
improvement in credit metrics and free cash flow driven in part by
positive same store sales and improved unit-level economics at
acquired restaurants. A higher rating would require debt to EBITDA
approaching 4.5 times and EBIT coverage of interest expense of over
2.0 times on a sustained basis. A higher rating would also require
generating positive free cash flow on a consistent basis while
maintaining good liquidity.

Factors that could result in a downgrade include any deterioration
in operating performance, particularly a sustained deterioration in
traffic or integration issues with acquired restaurants.
Specifically, a downgrade could occur if EBIT coverage of interest
expense fell below 1.2 times or debt/EBITDA increased towards 6.0
times on a sustained basis. In addition, any deterioration in
liquidity for any reason could lead to a downgrade.

The principal methodology used in these ratings was Restaurant
Industry published in January 2018.

Carrols Restaurant Group, Inc., through its indirect operating
subsidiary, Carrols LLC, owns and operates 807 Burger King
restaurants through franchise agreements in 20 Northeastern,
Midwestern and Southeastern states. Annual revenue is about $1.1
billion.


CF INDUSTRIES: Egan-Jones Hikes FC Senior Unsecured Rating to BB
----------------------------------------------------------------
Egan-Jones Ratings Company, on June 21, 2018, upgraded the foreign
currency senior unsecured rating on debt issued by CF Industries
Holdings, Inc. to BB from B+.

CF Industries Holdings, Inc. is a North American manufacturer and
distributor of agricultural fertilizers, based in Deerfield,
Illinois, a suburb of Chicago. It was founded in 1946 as the
Central Farmers Fertilizer Company.


CHECKOUT HOLDING: S&P Cuts Corp. Credit Rating to CCC, Outlook Neg.
-------------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Checkout
Holding Corp. to 'CCC' from 'CCC+'. The outlook is negative.

S&P said, "We also lowered our issue-level rating on the company's
first-lien term loan facility to 'CCC' from 'B-'. We also revised
our recovery rating to '3' from '2', indicating our expectations
for meaningful recovery (50%-70%; rounded estimate: 50%) of
principal in the event of payment default.

"At the same time we also lowered our issue-level rating on the
company's second-lien term loan facility to 'CC' from 'CCC-'. The
'6' recovery rating remains unchanged indicating our expectation
for negligible recovery (0%-10%; rounded estimate: 5%) of principal
in the event of a payment default.

"The rating action is based on our view of Checkout Holding's
parent PDM Intermediate Holdings B Corp. (not rated) increasing
payment-in-kind (PIK) notes, which have a mandatory all-cash
interest payment of 10.5% annually beginning April 2019. We believe
that Checkout Holding's operating cash flow alone will not be
sufficient to make the cash interest payments on the PIK notes. As
a result, we believe the company will need to renegotiate its
arrangement with the PIK holders, refinance or recapitalize its
capital structure over the next 12 months, or face a liquidity
crunch that could result in missed interest or debt payments.

"The negative outlook reflects our view that the interest expense
burden from the PIK notes will result in a material deficit in cash
flows and liquidity when the notes goes all cash pay in April 2019.
The outlook also reflects the adverse trends in the retail and CPG
industries that are hurting Checkout's business and could result in
a downgrade within the next 12 months if cash generation declines
more quickly.

"We could lower the rating within the next 12 months if the company
is unable to refinance its PIK notes when the cash interest payment
begins in April 2019. We could also lower the rating if we believe
a default or a distressed exchange is likely within the next 12
months.

"Although unlikely in the near term, we could raise the rating if
Checkout Holding is able to generate discretionary cash flow of
more than $20 million on a sustained basis once the PIK cash
interest payment begins in 2019, or if the PIK notes were
restructured or renegotiated, and the company's revolving credit
facility was refinanced or extended such that its liquidity and
cash flow profile would improve."


CHS/COMMUNITY HEALTH: Fitch Rates New $1.027BB Secured Notes 'B'
----------------------------------------------------------------
Fitch Ratings, on June 27, 2018, assigned an expected 'B'/'RR1'
rating to CHS/Community Health Systems, Inc.'s (CHS) $1.027 billion
proposed senior secured notes due 2024. Proceeds are expected to be
used to refinance the term loan G amounts outstanding under the
senior secured credit facility. Fitch recently upgraded CHS's
Issuer Default Rating (IDR) to 'CCC' from 'RD', following the
completion of a transaction Fitch views to be a distressed debt
exchange (DDE). The ratings apply to approximately $13.6 billion of
debt.

KEY RATING DRIVERS

Distressed Debt Exchange Transaction: Earlier this week, CHS
completed a transaction that exchanged the majority of the 8%
senior unsecured notes due 2019 and the 7.125% senior unsecured
notes due 2020 for approximately $1.8 billion of new 11% (stepping
down to 9.875% after one year) senior secured junior priority notes
due 2023 and $1.4 billion of new 8.125% senior secured junior
priority notes due 2024; a $368 million portion of the 6.875%
senior unsecured notes due 2022 were also exchanged. As a result of
the terms of the exchange of the 2022 notes, for which holders
received consideration equal to 75% of the principal tendered,
total debt outstanding was reduced by about $92 million, to
approximately $13.6 billion. The notes issued to fund the exchange
share in the collateral securing the first-lien term loans and
senior secured notes on a junior-priority basis; however, there is
a regulation S-X 3-16 equity cutback provision incorporated in
agreements governing the junior-priority notes and the senior
secured notes due 2021 and 2023.

Exchange Does Not Address Key Credit Concerns: The DDE slightly
enhanced near-term liquidity by pushing out a 2019-2020 unsecured
debt maturity wall, which buys the company more time to execute on
an operational turn-around plan focused on restoring organic growth
and improving profitability of hospitals in certain targeted
markets. The transaction, which will refinance a large secured term
loan maturity in 2019 with longer dated secured notes, further
improves the debt maturity profile. However, key credit concerns of
a high overall debt burden and persistently weak operating trends
remain, and CHS has additional large debt maturities beginning in
2021.

Very High Debt Burden: CHS's balance sheet has been highly
leveraged since the acquisition of rival hospital operator Health
Management Associates (HMA) in late 2014 because EBITDA growth has
been hampered by difficulties in integration and secular headwinds
to volumes of patients in rural and small suburban hospital
markets. Fitch-calculated leverage at March 31, 2018 was 15.2x
versus 5.2x prior to the acquisition. Leverage at March 31, 2018
was affected by $591 million in non-cash items related to income
statement provisions for contractual allowances and bad debt
expense in 4Q17. Fitch believes CHS's leverage normalized for those
items is currently about 9.2x.

Since the beginning of 2016, CHS has paid down about $3 billion of
term loans using the proceeds from the spinoff of Quorum Health
Corp., the sale of a minority interest in several hospitals in Las
Vegas and several smaller divestitures. The terms of the credit
facility require that asset sale proceeds are used to repay term
loans, although a February 2018 amendment loosened these
requirements whenever pro forma first lien net leverage is below
4.25x. While Fitch thinks that CHS has recently been selling
hospitals for multiples of EBITDA that are slightly deleveraging,
erosion in the base business has swamped the effect, resulting in a
steady increase in the company's leverage since mid-2016.

Forecast Reflects Hospital Divestitures: Fitch's $1.5 billion
operating EBITDA forecast for CHS in 2018 reflects completed
hospital divestitures. During 2017, the company divested 30
hospitals with $3.4 billion of revenues, raising about $1.7 billion
of cash proceeds. The divestiture program is part of a longer-term
plan to improve same-hospital margins and sharpen focus on markets
with better organic operating prospects.

The company is currently working on further divestitures of a group
of hospitals producing $2 billion of annual revenues with
mid-single-digit EBITDA margins, and hopes to raise $1.3 billion of
proceeds to apply to debt pay-down during 2018. Similar to the
completed divestitures, the expected valuations imply a slightly
deleveraging multiple, but with $14.0 billion of total debt
outstanding, long-term repair of the balance sheet will require the
company to expand EBITDA through a return to organic growth and
expansion of profitability in the group of remaining hospitals.

Headwinds to Less-Acute Volumes: CHS's legacy hospital portfolio is
exposed to rural and small suburban markets facing secular
headwinds to less-acute patient volumes. Volume trends are highly
susceptible to weak macroeconomic conditions and seasonal
influences on flu and respiratory cases. Health insurers and
government payors have recently increased scrutiny of short-stay
admissions and preventable hospital readmissions. Despite shedding
lower margin hospitals, CHS's same hospital operating trends were
weak in 2017. The company did incur $40 million of
hurricane-related expenses and the aforementioned nearly $600
million of uncompensated care-related charges in 2017, but even
adjusting for this, the Operating EBITDA margin deteriorated year
over year during each quarter of 2017 and in 1Q18, which Fitch
believes is indicative of the depth of the headwinds facing
management in repairing the business profile.

Repositioning Will Require Investment: A strategy of repositioning
the hospital portfolio around larger, faster-growing markets is
well aligned with secular trends. However, Fitch thinks that
successful execution of this plan is not without challenges from
both an operational execution and capital investment perspective,
particularly as it is occurring at a time when cash flow is
depressed relative to historical levels and there is a certain
amount of management attention consumed by executing the
divestiture program and the debt exchange.

CHS produced CFO of $673 million in 2017, and Fitch forecasts CFO
of about $610 million in 2018. Capital expenditures are expected to
consume most of the CFO, resulting in thinly positive FCF during
the year. Incorporating higher cash interest expense following the
DDE, and assuming capital expenditures at a similar rate as 2018,
Fitch forecasts a FCF burn of roughly $20 million annually in
2019-2020.

Day-to-Day Liquidity Sufficient: Between organic cash generation
and access to committed revolving lines of credit, Fitch thinks
that CHS has adequate access to capital to fund day-to-day
operations. Recent amendments to the terms of the credit facility
increased headroom under financial maintenance covenants,
eliminating the interest coverage covenant and loosening the terms
of the leverage covenant. The DDE and the proposed refinancing of
the 2019 term loan maturity assuage some concerns about near-term
debt maturities but did not address longer-term refinancing
concerns, which Fitch believes will require a return to solid
organic growth in the business after completion of the divestiture
plan.

DERIVATION SUMMARY

CHS's 'CCC' IDR reflects the company's weak financial flexibility
with high gross debt leverage and thin FCF generation (CFO less
capital expenditures and dividends). The operating profile is among
the weakest in the investor-owned acute care hospital category
because of a focus on rural and small suburban hospital markets
that are facing secular headwinds to organic growth. Fitch believes
that some of the company's hospital markets may require additional
capital investment to improve organic growth and profit margins,
and this is of greater concern following the recently completed
debt exchange since FCF will be further stressed by higher cash
interest expense.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer
  -- Top line growth of negative 7% in 2018 reflects completed
divestitures. Underlying same hospital growth of negative 1% in
2018 and flattish in the outer years of the forecast period is
driven by pricing as patient volumes are assumed to be down 1% to
2%.

  -- EBITDA before associate and minority dividends of $1.5 billion
in 2018 assumes an operating EBITDA margin of 10.5%, reflecting
ongoing negative operating leverage due to volume losses in the
base business outweighing the benefit of the lower margin hospital
divestitures.

  -- Capital intensity of 3.6% in 2018-2021.

  -- Free cash flow (FCF) is thinly positive in 2018 but turns
slightly negative in 2019, due to higher cash interest expense
following the DDE.

  -- Total debt/EBITDA after associate and minority dividends is
10.0x through the 2018-2021 forecast period.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

An upgrade to a 'CCC+' IDR could result from:

  -- An expectation that ongoing CFO generation will be sufficient
to fund investment in the remaining hospital markets that is
necessary to return to positive organic growth over the medium
term;

  -- The operational turnaround plan gains some traction in the
next 12 to 18 months, evidenced by stabilization of the decline in
the Operating EBITDA margin and the decline in organic patient
volumes.

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

A downgrade to 'CCC-' or below would reflect an expectation that
the company will struggle to refinance upcoming maturities,
particularly debt coming due in the 2021-2022 time frame. This
would likely be a result of further deterioration in revenues and
EBITDA, leading Fitch to expect either another DDE or a more
comprehensive restructuring.

LIQUIDITY

Adequate Sources of Day-to-Day Liquidity: Sources of liquidity
include $424 million of cash on hand at March 31, 2018 and $462
million of availability under the $1 billion ABL facility announced
in April 2018 and $368 million available under the downsized $425
million revolving credit facility after taking into account $57
million in outstanding letters of credit as of March 31, 2018.
Fitch forecasts EBITDA/interest paid of 1.6x in 2018 pro forma for
the execution of the DDE.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following expected rating:

CHS/Community Health Systems, Inc.

  -- Senior secured notes due 2024 'B'/'RR1'.

Fitch currently rates CHS as follows:

Community Health Systems, Inc.

  -- Long-Term IDR 'CCC'.

CHS/Community Health Systems, Inc.

  -- Long-Term IDR 'CCC';

  -- Senior secured ABL facility 'B'/'RR1';

  -- Senior secured credit facility term loans and revolver
'B'/'RR1';

  -- Senior secured notes 'B'/'RR1'.

  -- Senior unsecured notes 'CC'/'RR6'.

The 'RR1' rating for CHS's approximately $8.5 billion of secured
debt, which includes the ABL, bank term loans, revolver and senior
secured notes, reflects Fitch's expectations for 100% recovery
under a hypothetical bankruptcy scenario. The 'RR5' rating on CHS's
$3.1 billion senior secured junior priority notes reflects Fitch's
expectations of 12% recovery for these lenders in bankruptcy. The
'RR6' rating on CHS's $3 billion senior unsecured notes reflects
Fitch's expectations of 0% recovery for these lenders in
bankruptcy. Fitch assumes that CHS would fully draw the $1 billion
ABL facility and the $425 million bank credit facility revolver in
a bankruptcy scenario and includes those amounts in the claims
waterfall.

Fitch estimates an enterprise value (EV) on a going concern basis
of $8.8 billion for CHS, after a standard deduction of 10% for
administrative claims. The EV assumption is based on
post-reorganization EBITDA after payments to non-controlling
interests of $1.4 billion and a 7.0x multiple.

Post-reorganization EV for CHS uses 2019 Fitch-forecasted EBITDA
after associate and minority distributions of $1.4 billion,
assuming ongoing deterioration in the business is offset by
corrective measures taken to arrest the decline in EBITDA after the
reorganization. This differs from Fitch's typical approach to
determining post-reorganization EBITDA for hospital companies,
which implements a 30%-40% decline to LTM EBITDA based on the
operational attributes of the acute care hospital sector, including
a high proportion of revenue generated by government payors, the
legal obligation of hospital providers to treat uninsured patients,
and the highly regulated nature of the hospital industry. The CHS
recovery scenario is different in that it reflects a reorganization
provoked by secular headwinds to organic growth in rural hospital
markets rather than a regulatory change that leads to lower
payments to the industry.

There is a dearth of bankruptcy history in the acute care hospital
segment. In lieu of data on bankruptcy emergence multiples in the
sector, the 7.0x multiple employed for CHS reflects a history of
acquisition multiples for large acute care hospital companies with
similar business profiles as CHS in the range of 7.0x-10.0x since
2006 and the average public trading multiple (EV/EBITDA) of CHS's
peer group (HCA, UHS, LPNT and THC), which has fluctuated between
approximately 6.5x and 9.5x since 2011. CHS has recently sold
hospitals in certain markets for a blended multiple that Fitch
estimates is higher than the 7.0x assumed in the recovery analysis.
However, Fitch believes the higher multiple on recent transactions
is due to strong interest by strategic buyers in markets where they
have is an existing footprint and so is not necessarily indicative
of the multiple that the larger CHS entity would command.

                 June 25 Rating

Earlier, on June 25, 2018, Fitch Ratings downgraded Community
Health System, Inc.'s (CHS) Long-Term Issuer Default Rating (IDR)
to 'RD' from 'C' following the June 22 closing of a transaction
that Fitch considers to be a distressed debt exchange (DDE).
Subsequently, Fitch upgraded CHS's IDR to 'CCC' from 'RD', which is
reflective of the post-DDE credit profile. Fitch has also assigned
a first-time 'CCC-'/'RR5' rating to the senior secured junior lien
notes that have been issued to satisfy the terms of the DDE. Pro
forma for the DDE, the ratings apply to approximately $13.6 billion
of debt.

KEY RATING DRIVERS

Distressed Debt Exchange Transaction: CHS has exchanged the
majority of the 8% senior unsecured notes due 2019 and the 7.125%
senior unsecured notes due 2020 for approximately $1.8 billion of
new 11% (stepping down to 9.875% after one year) senior secured
junior priority notes due 2023 and $1.4 billion of new 8.125%
senior secured junior priority notes due 2024; a $368 million
portion of the 6.875% senior unsecured notes due 2022 has also been
exchanged. As a result of the terms of the exchange of the 2022
notes, for which holders received consideration equal to 75% of the
principal tendered, total debt outstanding is reduced by about $92
million, to approximately $14.0 billion. The notes issued to fund
the exchange will share in the collateral securing the first-lien
term loans and senior secured notes on a junior-priority basis.

Exchange Does Not Address Key Credit Concerns: The DDE slightly
enhances near-term liquidity by pushing out a 2019-2020 unsecured
debt maturity wall, which buys the company more time to execute on
an operational turn-around plan focused on restoring organic growth
and improving profitability of hospitals in certain targeted
markets. However, the exchange does not address key credit concerns
of a high overall debt burden, persistently weak operating trends
and a large secured term loan maturity in 2019. Furthermore, after
a respite in 2020, CHS has additional large debt maturities
beginning in 2021.

Very High Debt Burden: CHS's balance sheet has been highly
leveraged since the acquisition of rival hospital operator Health
Management Associates (HMA) in late 2014 because EBITDA growth has
been hampered by difficulties in integration and secular headwinds
to volumes of patients in rural and small suburban hospital
markets. Fitch-calculated leverage at March 31, 2018 was 15.2x
versus 5.2x prior to the acquisition. Leverage at March 31, 2018
was affected by $591 million in non-cash items related to income
statement provisions for contractual allowances and bad debt
expense in 4Q17. Fitch thinks CHS's leverage normalized for those
items is currently about 9.2x.

Since the beginning of 2016, CHS has paid down about $3 billion of
term loans using the proceeds from the spinoff of Quorum Health
Corp., the sale of a minority interest in several hospitals in Las
Vegas and several smaller divestitures. The terms of the credit
facility require that asset sale proceeds are used to repay term
loans, although a February 2018 amendment loosened these
requirements whenever pro forma first lien net leverage is below
4.25x. While Fitch thinks that CHS has recently been selling
hospitals for multiples of EBITDA that are slightly deleveraging,
erosion in the base business has swamped the effect, resulting in a
steady increase in the company's leverage since mid-2016.

Forecast Reflects Hospital Divestitures: Fitch's $1.5 billion
operating EBITDA forecast for CHS in 2018 reflects completed
hospital divestitures. During 2017, the company divested 30
hospitals with $3.4 billion of revenues, raising about $1.7 billion
of cash proceeds. The divestiture program is part of a longer term
plan to improve same-hospital margins and sharpen focus on markets
with better organic operating prospects.

The company is currently working on further divestitures of a group
of hospitals producing $2 billion of annual revenues with
mid-single-digit EBITDA margins, and hopes to raise $1.3 billion of
proceeds to apply to debt pay-down during 2018. Similar to the
completed divestitures, the expected valuations imply a slightly
deleveraging multiple, but with $14.0 billion of total debt
outstanding, long-term repair of the balance sheet will require the
company to expand EBITDA through a return to organic growth and
expansion of profitability in the group of remaining hospitals.

Headwinds to Less-Acute Volumes: CHS's legacy hospital portfolio is
exposed to rural and small suburban markets facing secular
headwinds to less-acute patient volumes. Volume trends are highly
susceptible to weak macroeconomic conditions and seasonal
influences on flu and respiratory cases. Health insurers and
government payors have recently increased scrutiny of short-stay
admissions and preventable hospital readmissions. Despite shedding
lower margin hospitals, CHS's same hospital operating trends were
weak in 2017. The company did incur $40 million of
hurricane-related expenses and the aforementioned nearly $600
million of uncompensated care-related charges in 2017, but even
adjusting for this, the Operating EBITDA margin deteriorated year
over year during each quarter of 2017 and in 1Q18, which Fitch
believes is indicative of the depth of the headwinds facing
management in repairing the business profile.

Repositioning Will Require Investment: A strategy of repositioning
the hospital portfolio around larger, faster-growing markets is
well aligned with secular trends. However, Fitch thinks that
successful execution of this plan is not without challenges from
both an operational execution and capital investment perspective,
particularly as it is occurring at a time when cash flow is
depressed relative to historical levels and there is a certain
amount of management attention consumed by executing the
divestiture program and the debt exchange.

CHS produced CFO of $673 million in 2017, and Fitch forecasts CFO
of about $610 million in 2018. Capital expenditures are expected to
consume most of the CFO, resulting in thinly positive FCF during
the year. Incorporating higher cash interest expense following the
DDE, and assuming capital expenditures at a similar rate as 2018,
Fitch forecasts a FCF burn of roughly $20 million annually in
2019-2020.

Day-to-Day Liquidity Sufficient: Between organic cash generation
and access to committed revolving lines of credit, Fitch thinks
that CHS has adequate access to capital to fund day-to-day
operations. Recent amendments to the terms of the credit facility
increased headroom under financial maintenance covenants,
eliminating the interest coverage covenant and loosening the terms
of the leverage covenant. The DDE assuaged some concerns about
near-term debt maturities but did not address longer term
refinancing concerns, which Fitch believes will require a return to
solid organic growth in the business after completion of the
divestiture plan.

DERIVATION SUMMARY

CHS's 'CCC' IDR reflects the company's weak financial flexibility
with high gross debt leverage and thin FCF generation (CFO less
capital expenditures and dividends). The operating profile is among
the weakest in the investor-owned acute care hospital category
because of a focus on rural and small suburban hospital markets
that are facing secular headwinds to organic growth. Fitch believes
that some of the company's hospital markets may require additional
capital investment to improve organic growth and profit margins and
this is of greater concern following a recently completed debt
exchange since FCF will be further stressed by higher cash interest
expense.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer

-- Top line growth of negative 7% in 2018 reflects completed
divestitures. Underlying same hospital growth of negative 1% in
2018 and flattish in the outer years of the forecast period is
driven by pricing as patient volumes are assumed to be down 1% to
2%.

-- EBITDA before associate and minority dividends of $1.5 billion
in 2018 assumes an operating EBITDA margin of 10.5%, reflecting
ongoing negative operating leverage due to volume losses in the
base business outweighing the benefit of the lower margin hospital
divestitures.

-- Capital intensity of 3.6% in 2018-2021.

-- Free cash flow (FCF) is thinly positive in 2018 but turns
slightly negative in 2019, due to higher cash interest expense
following the DDE.

  -- Total debt/EBITDA after associate and minority dividends is
10.0x through the 2018-2021 forecast period.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

An upgrade to a 'CCC+' IDR could result from:

-- Successful refinancing of the remaining 2019 maturities;

-- An expectation that ongoing CFO generation will be sufficient
to fund investment in the remaining hospital markets that is
necessary to return to positive organic growth over the medium
term;

-- The operational turnaround plan gains some traction in the next
12 months-18 months, evidenced by stabilization of the decline in
the Operating EBITDA margin and the decline in organic patient
volumes.

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

A downgrade to 'CCC-' or below would reflect an expectation that
the company will struggle to refinance upcoming maturities,
including the term loan G in 2019, but particularly debt coming due
in the 2021-2022 time frame. This would likely be a result of
further deterioration in revenues and EBITDA, leading Fitch to
expect either another DDE or a more comprehensive restructuring.

LIQUIDITY

Adequate Sources of Day-to-Day Liquidity: Sources of liquidity
include $424 million of cash on hand at March 31, 2018 and $462
million of availability under the $1 billion ABL facility announced
in April 2018 and $368 million available under the downsized $425
million revolving credit facility after taking into account $57
million in outstanding letters of credit as of March 31, 2018.
Fitch forecasts EBITDA/interest paid of 1.6x in 2018 pro forma for
the execution of the exchange offer.

FULL LIST OF RATING ACTIONS

Fitch has downgraded the following:

Community Health Systems, Inc.

  -- Long-Term IDR to 'RD' from 'C'.

CHS/Community Health Systems, Inc.

  -- Long-Term IDR to 'RD' from 'C'.

Fitch has upgraded the following:

Community Health Systems, Inc.

  -- Long-Term IDR to 'CCC' from 'RD'.

CHS/Community Health Systems, Inc.

  -- Long-Term IDR to 'CCC' from 'RD'.

  -- Senior unsecured notes to 'CC'/'RR6' from 'C'/'RR6'.

Fitch has affirmed the following:

CHS/Community Health Systems, Inc.

-- Senior secured ABL facility at 'B'/'RR1';

-- Senior secured credit facility term loans and revolver at
'B'/'RR1';

-- Senior secured notes at 'B'/'RR1'.

Fitch has assigned the following:

CHS/Community Health Systems, Inc.

-- Senior secured junior lien notes at 'CCC-'/'RR5'.

The 'RR1' rating for CHS's approximately $8.5 billion of secured
debt, which includes the ABL, bank term loans, revolver and senior
secured notes, reflects Fitch's expectations for 100% recovery
under a hypothetical bankruptcy scenario. The 'RR5' rating on CHS's
$3.1 billion senior secured junior priority notes reflects Fitch's
expectations of 12% recovery for these lenders in bankruptcy. The
'RR6' rating on CHS's $3 billion senior unsecured notes pro forma
for the exchange reflects Fitch's expectations of 0% recovery for
these lenders in bankruptcy. Fitch assumes that CHS would fully
draw the $1 billion ABL facility and the $425 million bank credit
facility revolver in a bankruptcy scenario and includes those
amounts in the claims waterfall.

Fitch estimates an enterprise value (EV) on a going concern basis
of $8.8 billion for CHS, after a standard deduction of 10% for
administrative claims. The EV assumption is based on
post-reorganization EBITDA after payments to non-controlling
interests of $1.4 billion and a 7.0x multiple.

Post-reorganization EV for CHS uses 2019 Fitch-forecasted EBITDA
after associate and minority distributions of $1.4 billion,
assuming ongoing deterioration in the business is offset by
corrective measures taken to arrest the decline in EBITDA after the
reorganization. This differs from Fitch's typical approach to
determining post-reorganization EBITDA for hospital companies,
which implements a 30%-40% decline to LTM EBITDA based on the
operational attributes of the acute care hospital sector, including
a high proportion of revenue generated by government payors, the
legal obligation of hospital providers to treat uninsured patients,
and the highly regulated nature of the hospital industry. The CHS
recovery scenario is different in that it reflects a reorganization
provoked by secular headwinds to organic growth in rural hospital
markets rather than a regulatory change that leads to lower
payments to the industry.

There is a dearth of bankruptcy history in the acute care hospital
segment. In lieu of data on bankruptcy emergence multiples in the
sector, the 7.0x multiple employed for CHS reflects a history of
acquisition multiples for large acute care hospital companies with
similar business profiles as CHS in the range of 7.0x-10.0x since
2006 and the average public trading multiple (EV/EBITDA) of CHS's
peer group (HCA, UHS, LPNT and THC), which has fluctuated between
approximately 6.5x and 9.5x since 2011. CHS has recently sold
hospitals in certain markets for a blended multiple that Fitch
estimates is higher than the 7.0x assumed in the recovery analysis.
However, Fitch believes the higher multiple on recent transactions
is due to strong interest by strategic buyers in markets where they
have is an existing footprint and so is not necessarily indicative
of the multiple that the larger CHS entity would command.


CK ASSISTED: Disclosure Statement Hearing Set for July 30
---------------------------------------------------------
Judge Daniel P. Collins of the U.S. Bankruptcy Court for the
District of Arizona is set to hold a hearing on July 30, 2018 at
11:00 a.m. to consider approval of CK Assisted Living of Arizona,
LLC's disclosure statement describing its plan of reorganization
dated May 29, 2018.

The last day for filing with the Court, and serving in written
objections to the Disclosure Statement is fixed at July 23, 2018.

The Troubled Company Reporter previously reported that under the
plan, the Debtor will pay unsecured creditors with valid and proven
claims a total amount of $20,000 on a prorata basis. Such amount
will be paid $4,000 six months from the date of confirmation and
every five months thereafter until the total of $20,000 plus
interest at 3% per annum, have been paid.

A copy of the Disclosure Statement is available at:

     http://bankrupt.com/misc/azb2-18-01882-58.pdf  

             About CK Assisted Living of Arizona

CK Assisted Living of Arizona, LLC, sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-01882) on
Feb. 28, 2018.  The petition was signed by Steven Walski, manager.
At the time of the filing, the Debtor estimated assets of less than
$1 million and liabilities of less than $500,000.  Judge Daniel P.
Collins presides over the case. Carmichael & Powell, P.C., is the
Debtor's bankruptcy counsel.

No official committee of unsecured creditors has been appointed in
the Chapter 11 case of CK Assisted Living of Arizona LLC as of
March 26, according to a court docket.


CLEAR CHANNEL: S&P Lowers CCR to 'CCC+', Outlook Developing
-----------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on San
Antonio-based outdoor advertiser Clear Channel Outdoor Holdings
Inc. (CCOH) to 'CCC+' from 'B-', and removed the ratings from
CreditWatch, where it had placed them with developing implications
on March 15, 2018. The rating outlook is developing.

S&P said, "At the same time, we lowered our issue-level rating on
the company's senior unsecured debt and Clear Channel International
B.V.'s senior unsecured notes to 'B-' from 'B'. The recovery rating
remains '2', indicating our expectation for substantial recovery
(70%-90%; rounded estimate: 85%) of principal in the event of a
payment default.

"We also lowered the issue-level rating on the senior subordinated
notes to 'CCC+' from 'B-'. The '4' recovery rating indicates our
expectation for average recovery (30%-50%; rounded estimate: 35%)
of principal in the event of a payment default."

The CreditWatch placement in March 2018 followed the company's
announcement that CCOH's controlling shareholders, iHeartMedia Inc.
and iHeartCommunications Inc. (collectively iHeart), had filed for
bankruptcy protection.

The downgrade reflects the high refinancing risks related to the
$2.2 billion of senior subordinated notes due March 15, 2020 and
the increasing likelihood that the senior subordinated notes will
become a current liability prior to refinancing. Persistent FOCF
deficits at CCOH; high leverage; and our expectation of modest, if
any, recoveries on the unsecured $1.03 billion cash management
promissory note issued by iHeart increase the refinancing risk.
Debt financed dividends to help iHeart address its dire liquidity
needs, combined with modest asset sales, have affected CCOH's
credit quality and cash flow generation.

S&P said, "The developing outlook reflects our expectation that we
could lower, affirm, or raise our ratings on CCOH, depending on the
resolution of various items, including the senior subordinated note
refinancing.

"We could downgrade the company if we expect ongoing reported FOCF
deficits, if the company's liquidity position weakens as a result
of declining operating performance, or if the company struggles to
refinance its senior subordinated notes. In this scenario, we could
lower the rating if the senior subordinated notes are not
refinanced with six months of maturity. Although unlikely, we could
also lower the rating if the company is substantively consolidated
into the iHeart bankruptcy or if the spin-off of iHeart's CCOH
shares result in a change of control.

"We could affirm the ratings if the company refinances its
near-term maturities, improves operating performance, and curtails
its cash flow deficits and improves its liquidity. In this
scenario, leverage would still remain very high. An upgrade would
require a more comprehensive recapitalization and financing, and
would entail improved prospects for stronger corporate governance
practices. In this scenario we would forecast a meaningful
improvement in free cash flow generation and the company would
demonstrate a clear path to reducing debt and adjusted leverage."


CLINTON NURSERIES: Wants to Move Plan Exclusivity Period to Aug. 1
------------------------------------------------------------------
Clinton Nurseries, Inc., and its debtor-affiliates request the U.S.
Bankruptcy Court for the District of Connecticut to extend for
thirty days the periods in which only the Debtors may file a plan
of reorganization and solicit and obtain acceptances to such plan,
so that the Debtors' exclusivity periods will run through and
including August 1, 2018, and October 1, 2018, respectively.

The Debtors describe their businesses as relatively large and
complex, with three of the Debtors operating a sophisticated
wholesale nursery enterprise that both grows and maintains large
amounts of inventory (over ten million individual plants) and sells
such inventory to several of the country's largest retailers.

In addition to the size and complexity of the Debtors' businesses
themselves, the timing of the commencement of these cases has added
to the complexity of their early stages. Starting each February,
the Debtors begin shipping large quantities of products to their
major customers for the spring planting season. These shipments
continue into the summer and generate the majority of the Debtors'
revenue for the year.

The Debtors and their management have invested substantial time,
energy and attention over the last several months in business
activities necessary to meet their major customers' expectations
during the Spring Delivery Season. The Debtors claim that these
endeavors have been both time-intensive and time-sensitive. They
include securing debtor-in-possession financing in order to fund
certain costs of the Spring Delivery Season (in light of many of
the Debtors' suppliers rescinding credit terms and instead
requiring cash in advance or on delivery) and negotiating
agreements with numerous suppliers and vendors in order to produce
revenue as quickly and efficiently as possible.

The Debtors persevered and overcame these challenges and repaid the
debtor-in-possession financing. Now, thanks to their competency and
persistence, the Debtors are generating substantial cash. The
Debtors project that their shipments to their major customers
during the Spring Delivery Season will generate more than $30
million in revenue.

The Debtors contend that they have successfully stabilized their
businesses and demonstrated their ability to perform during this
Spring Delivery Season -- a critical step towards reorganization.
As the Spring Delivery Season has progressed, the Debtors have
continued to pay their post-petition bills as they come due. In
May, the Debtors fully repaid their debtor-in-possession financing
in the amount of $1.335 million.

In addition, the Debtors retained TrueNorth Capital Partners LLC to
explore potential capital market transactions as the basis for a
Chapter 11 plan and also to assist the Debtors in developing
credible financial forecasts that will be the basis of a Chapter 11
plan.

The Debtors have also provided information concerning
reorganization and the structure of a prospective plan to, inter
alia, Bank of the West and the Committee. More specifically, the
Debtors sent Bank of the West and the Committee proposed
reorganization terms on May 29, 2018. This week the Debtors
received a written response from the Committee and a verbal
response from Bank of the West and remain in open dialogue with
each of these parties-in-interest.

Accordingly, the Debtors request an additional thirty-day extension
of the exclusivity periods in order to further pursue these
negotiations prior to filing their plan of reorganization.

                     About Clinton Nurseries

Founded in 1921, Clinton Nurseries, Inc., operates nurseries that
produce ornamental plants and other nursery products.  The company
grows trees, flowering shrubs, roses, ornamental grasses & ground
covers, perennials, annuals, herbs and vegetables. Clinton
Nurseries is based in Westbrook, Connecticut.

Clinton Nurseries and its affiliates sought Chapter 11 protection
(Bankr. D. Conn. Case No. 17-31897) on Dec. 18, 2017.  David
Richards, president, signed the petition.  The cases are jointly
administered under Case No. 17-31897.

At the time of filing, Clinton Nurseries estimated its assets and
liabilities at $10 million to $50 million.

Judge James J. Tancredi presides over the cases.

The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors.


COMMUNITY HEALTH: Moody's Rates 1st Lien Notes Due 2024 'B3'
------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the new first
lien senior secured notes offering of CHS/Community Health Systems,
Inc. (Community). The proceeds will be used to repay and terminate
the existing Term Loan G. There are no other changes to the ratings
or outlook.

Ratings assigned:

  First lien senior secured notes due 2024, at B3 (LGD2)

RATINGS RATIONALE

Community's Caa2 Corporate Family Rating reflects Moody's
expectation that the company will continue to operate with very
high financial leverage of over 8.0x. The rating is also
constrained by Moody's expectation for negative free cash flow over
the next 12-18 months as a result of Community's high interest
costs and significant capital requirements of the business. The
ratings are constrained by industry-wide operating headwinds which
will limit operational improvement despite Community's turnaround
initiatives. Supporting the rating is Community's large scale,
geographic diversity and divestiture plans. Proceeds of
divestitures are expected to be used to repay debt.

The stable outlook reflects Moody's view that the current rating
adequately reflects Community's weak operating performance and
elevated probability of default.

The Speculative Grade Liquidity rating of SGL-3 reflects Moody's
expectation for adequate liquidity over the next 12 months. Moody's
anticipates negative free cash flow over the next 12 months after
all capital expenditures, minority interest distributions and other
investments (including physician recruiting, software, etc.)
Constraining liquidity is the potential for a litigation payout
related to former Health Management Associates, Inc. hospitals
acquired in 2014 (currently about $259 million is accrued for) and
the maturity of the $155 million stub of the 2019 unsecured notes
(due November 2019).

Moody's could downgrade the ratings if there is any further
deterioration in Community's earnings, if liquidity weakens or if,
for any other reason, the probability of default rises or credit
recovery prospects weaken.

Moody's could upgrade the ratings if operational initiatives result
in improved volume growth and margin expansion. If leverage
declines or free cash flow improves materially, such that the
company's ability to refinance future debt maturities and sustain
the current capital structure becomes more assured, the ratings
could be upgraded. An upgrade would also require improved liquidity
including greater covenant cushion, and greater certainty
surrounding litigation payouts.

CHS/Community Health Services, Inc., headquartered in Franklin,
Tennessee, is an operator of general acute care hospitals in
non-urban and mid-sized markets throughout the US. Revenues in 2017
were approximately $16 billion.

The principal methodology used in this rating was Business and
Consumer Service Industry published in October 2016.


COMMUNITY HEALTH: S&P Cuts CCR to 'SD' on Unsecured Notes Exchange
------------------------------------------------------------------
S&P Global Ratings, on June 26, 2018, lowered the corporate credit
rating on Franklin, Tenn.-based Community Health Systems Inc. to
'SD' from 'CC'. S&P said, "At the same time, we lowered the ratings
on its 6.875% notes due 2022 to 'D' from 'C'. The recovery rating
remains '6', reflecting our expectation of negligible (0%-10%:
rounded estimate: 0%) recovery in the event of a payment default."

The issue-level ratings on the company's first-lien debt and its
other unsecured debt issues are unaffected by this action.

The downgrade follows the completion of the exchange of senior
notes pursuant to Community's tender offer for senior notes due
2019, 2020 and 2022. S&P said, "We view the tender on the 6.875%
notes due 2022 as distressed because investors received a material
discount to par on these notes. Accordingly, we lowered our rating
on these notes to 'D'. Because the default affected only the senior
unsecured notes due 2022, we lowered our corporate credit rating on
Community to 'SD' (selective default)."

                      June 21 Rating

Earlier, on June 21, 2018, S&P Global Ratings lowered its corporate
credit rating on Franklin, Tenn.-based hospital operator Community
Health Systems Inc. to 'CC' from 'CCC-'. The outlook is negative.
S&P removed the ratings from CreditWatch, where its originally
placed them with negative implications on May 9, 2018.

The senior secured first-lien rating remains 'B-', with a recovery
of '2', and the senior unsecured and related recovery ratings are
unchanged. If the transaction closes as anticipated, we will lower
the issue-level rating on the unsecured notes due 2022 to 'D'. S&P
will reevaluate its corporate credit rating on the company and the
issue-level ratings following the close of the tender.

Community Health Systems has announced the participation amounts
for its three separate cash tender offers to holders of its senior
unsecured notes due in 2019, 2020, and 2022. In order for any of
the exchanges to take place, there needed to be at least 90%
participation in the tender for the 2019 notes. The aggregate
amount of the amounts tendered for all three notes is capped at
$3.125 billion. The company reached the 90% minimum requirement.

S&P said, "We view the tender for the 2022 notes as distressed
because participating noteholders will receive significantly less
than par value as part of the tender. The other two notes are
tendered at par. We expect to lower the corporate credit rating to
'SD' and ratings on the 2022 notes to 'D' at the close of the
transaction. The company plans to use proceeds from the proposed
term loans to support the tender offers.

"Once the transaction has closed, we will lower the corporate
credit rating to 'SD' and the rating on the 2022 senior unsecured
notes to 'D'. This reflects our expectation that the 2022 notes
will participate in the tender.

"We will reevaluate the corporate credit rating and issue-level
ratings following the close of the tender. In our review, we will
emphasize our expectations for liquidity in the face of a still
significant maturity schedule through 2019 and beyond."


CONFIE SEGUROS: Moody's Affirms Caa1 CFR & Alters Outlook to Neg.
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Caa1 corporate family
rating and Caa1-PD probability of default rating of Confie Seguros
Holding II Co. (Confie) based on the company's progress in
stabilizing revenues and EBITDA. The rating agency also affirmed
the company's first-lien term loan and revolver ratings at B3 and
its second-lien term loan at Caa3. The rating outlook was changed
to negative reflecting refinancing risk associated with its credit
facilities.

RATINGS RATIONALE

Confie's first-lien term loan and revolver, which mature in April
2022 and October 2021, respectively, contain a springing maturity
six months prior to the May 2019 maturity of the second-lien term
loan. The first-lien term loan maturity will accelerate to November
8, 2018, if the second-lien term loan is not extended or replaced
by that date. Confie is exploring strategic alternatives for its
capital structure, including a possible refinancing. The success of
these initiatives will depend on such factors as Confie's operating
performance and the receptiveness of the capital markets.

Over the past year, the company has taken significant restructuring
actions to improve its infrastructure including investments in
technology and re-engineering processes following a period of rapid
growth through acquisitions. Through 2017 and early 2018, the
company's revenues and EBITDA margins have remained relatively
flat, adjusting for non-recurring items, and free cash flow remains
weak but positive.

Confie's ratings reflect its leading position as a broker of
non-standard auto insurance to underserved communities. The company
markets personal lines insurance through national and regional
telesales forces, and about 800 retail stores across 19 states,
with the largest presence in California and Texas, two of the
biggest non-standard auto markets in the US. Offsetting these
strengths are Confie's elevated financial leverage, weak interest
coverage and weak free cash flow.

Based on Moody's estimates (which incorporate standard accounting
adjustments plus adjustments for costs the agency considers
non-recurring), the company's pro forma debt-to-EBITDA ratio is
around 8x, with (EBITDA - capex) interest coverage above 1x and
free-cash-flow-to-debt in the low single digits. Such metrics are
consistent with Confie's rating category.

Given the negative outlook on Confie, a ratings' upgrade is
unlikely. Factors that could return the outlook to stable include:
(i) successful refinancing of the second-lien term loan; or (ii)
successful refinancing of both the first- and second-lien
facilities. Factors that could lead to a rating downgrade include:
(i) debt-to-EBITDA ratio above 9x, (ii) (EBITDA - capex) coverage
of interest below 1x, or (iii) negative free cash flow.

Moody's has affirmed the following ratings (and has maintained the
loss given default (LGD) assessments) for Confie:

Corporate family rating at Caa1;

Probability of default rating at Caa1-PD;

$90 million ($49 million outstanding at March 31, 2018) senior
secured first-lien revolving credit facility maturing October 2021
at B3 (LGD3);

$665 million ($657 million outstanding at March 31, 2018) senior
secured first-lien term loan maturing April 2022, but with a
springing maturity six months prior to the maturity of the
second-lien term loan at B3 (LGD3);

$261 million senior secured second-lien term loan maturing May 2019
at Caa3 (LGD5).

Moody's has changed the ratings outlook to negative from stable.

The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in June 2018.

Confie is the leading US personal lines insurance broker focused on
the underserved market. The company's primary product offering is
non-standard auto insurance, which provides coverage to drivers who
find it difficult to purchase standard or preferred auto insurance
due to driving record, claims history, vehicle type or limited
financial resources. The company also sells modest amounts of other
personal insurance and small commercial insurance. Confie generated
revenues of about $475 million for the 12 months through March
2018.


CONSOLIDATED CONTAINER: S&P Raises CCR to 'BB-', Outlook Stable
---------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on
Atlanta-based Consolidated Container Co. to 'BB-' from 'B+'. The
outlook is stable.

S&P said, "At the same time, we raised our issue-level rating on
the company's $605 million senior secured notes to 'BB-' from 'B+'.
Our '3' recovery rating on these notes is unchanged, reflecting our
expectation of meaningful (50%-70%; rounded estimate: 50%) recovery
in the event of a payment default.

"The upgrade reflects an improvement in earnings and cash flows,
which has yielded better than expected credit measures. These
include our expectation that the company's S&P Global
Ratings-adjusted debt to EBITDA would be approximately 4.7x as of
Dec. 31, 2018 (compared to our previous expectation of 5.5x), along
with S&P Global Ratings-adjusted funds from operations (FFO) to
debt of 16.2% (compared to our previous expectation of 11%-12%). We
believe these metrics will improve and continue to be sustainable
during the next year.

"S&P Global Ratings' stable rating outlook on Consolidated
Container reflects our expectation that the company will maintain
adjusted debt to EBITDA below 5x over the next 12 months. This is
supported by stable conditions in its rigid packaging segment.

"We could lower our ratings on Consolidated Container if the
company's operating performance fell short of our expectations,
because of either a cyclical downturn or operational
inefficiencies. We could downgrade the company if, for instance, we
forecast that its EBITDA would weaken significantly because of its
inability to maintain the improved margins in its rigid packaging
segment due to lower demand, causing its adjusted-debt-to-EBITDA
ratio to remain above 5x for a sustained period with no clear
prospects for recovery.

"We could consider an upgrade of Consolidated Container if it
established a track record of strong and consistent margin
performance across its key segments, and successfully implemented
its external growth strategies. That could cause its
adjusted-debt-to-EBITDA ratio to reach and remain below 4x for a
sustained period, consistent with higher-rated credits. We would
also need to believe that future financial policies would continue
to support this level."


COTIVITI CORP: Moody's Reviews Ba3 CFR for Downgrade
----------------------------------------------------
Moody's Investors Service has placed Cotiviti Corporation's Ba3
Corporate Family Rating ("CFR") and B1-PD Probability of Default
under review for possible downgrade, as a result of the June 19th
announcement that it has entered into an agreement whereby B3-rated
Verscend Holding Corp. ("Verscend") will acquire Cotiviti for
approximately $4.1 billion, plus Cotiviti's debt of roughly $770
million.

RATINGS RATIONALE

Moody's believes that since the acquisition, which values Cotiviti
at nearly 16 times its March 2018 LTM EBITDA, will likely be
financed with a substantial amount of debt, Cotiviti will be
subsumed within a more highly levered and lower-rated corporate
entity. However, Moody's also expects that the acquisition will
entail a comprehensive refinancing of both Verscend's and
Cotiviti's debt, and anticipates withdrawing Cotiviti's ratings
upon the transaction's closing, expected for the fourth quarter of
2018.

Cotiviti Corporation ("Cotiviti"; formed by Connolly's acquisition
of iHealth in May 2014) is a leading provider of technology-enabled
pre- and postpayment integrity solutions to health insurers and the
CMS, as well as to retail businesses. Moody's anticipates Cotiviti
will generate revenues of approximately $740 million in 2018.


COUNTRY CLUB AT THE PARK: Hires Waterfall as Substitute Counsel
---------------------------------------------------------------
Country Club at The Park, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of Arizona to employ Waterfall
Economidis Caldwell Hanshaw & Villamana, P.C. as counsel
substituting Kasey C. Nye, Lawyer PLLC.

The law firm of Kasey C. Nye, Lawyer PLLC is withdrawing as
attorney Kasey C. Nye is joining the law firm of Waterfall
Economidis Caldwell, Hanshaw & Villamana, P.C.

Country Club at The Park requires Waterfall to:

   -- assist Debtor on various matters, which include evaluation
      of the Debtor's ability to reorganize, negotiation with
      creditors, evaluating Debtor's contracts; and

   -- provide legal advice on control of estate property, and
      cooperation with parties for the prompt resolution of the
      case through the confirmation of a reorganization plan, or
      a dismissal of the case.

Waterfall will be paid at these hourly rates:

     Kasey C. Nye                $275
     Associates               $215 to $245
     Paralegals               $100 to $150

Waterfall will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Kasey C. Nye, a partner at Waterfall, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estates.

Waterfall can be reached at:

     Kasey C. Nye, Esq.
     WATERFALL ECONOMIDIS CALDWELL
     HANSHAW & VILLAMANA, P.C.
     5210 E Williams Circle, Suite 800
     Tucson, AZ 85711
     Tel: (520) 790-5828

                 About Country Club at The Park

Country Club at the Park LLC, a Single Asset Real Estate, owns in
fee simple interest a real property located at 600 South Country
Club Rd, Tucson, AZ 85716, valued by the Company at $2.59 million.
Its gross revenue amounted to $77,250 in 2016 and $234,235 in
2015.

Country Club at the Park filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 17-12733) on Oct. 26, 2017.  In the petition signed
by Clark Vaught, trustee of manager, the Debtor disclosed $2.62
million in assets and $1.39 million in liabilities.  

Kasey C. Nye, Esq., at Kasey C. Nye, Lawyer, PLLC, originally
served as bankruptcy counsel, substituted later by Waterfall
Economidis Caldwell Hanshaw & Villamana, P.C., following the firm's
withdrawal.


CYRUSONE LP: Moody's Hikes CFR & Sr. Unsec. Ratings to Ba2
----------------------------------------------------------
Moody's Investors Service has upgraded CyrusOne LP's (CyrusOne,
'the REIT') senior unsecured and corporate family ratings to Ba2
from Ba3. The upgrade reflects strong demand for high-quality data
center assets, favorable portfolio credit trends, the REIT's
prudent development strategy, and improvement in its financial
flexibility from an increase in revolver capacity. The positive
rating outlook considers the potential for further improvement in
the REIT's scale and business mix.

RATINGS RATIONALE

Significant increase in portfolio scale while maintaining lease
rate and enhanced portfolio quality metrics such as lease maturity
schedule and tenant sector mix are some key factors that
contributed to the ratings upgrade. The REIT's prudent approach to
development, including preleasing, and expanded credit facility
capacity that enhances financial flexibility to meet short-term
needs related to ongoing projects and asset acquisitions, were
other significant considerations.

Cloud providers expanding their footprint and enterprises shifting
their data storage to offsite locations continues to generate
substantial new demand for data centers. CyrusOne's gross asset
base grew to $5.4 billion at the end of Q1 2018 from $3.7 billion a
year earlier and its stabilized portfolio lease rate has stayed
stable at above 90% over the last four quarters. Cloud service
tenants accounted for 32% of annualized revenue in Q1 2018,
materially higher than the 22% a year earlier, reflecting strong
demand from that segment. The quarterly churn rate, reduction in
rent contribution from a tenant due to lease termination or price
changes, has been very low at 0.75% over the last 4 quarters. The
average remaining lease term for the portfolio, weighted by
annualized rent contribution, increased meaningfully to 5.1 years
at the end of Q1 2018 from 4.4 years from a year earlier and 2.9
years from two years earlier.

The REIT's leverage metrics are, on average, modest for the rating
level. Large debt issuances, primarily to fund acquisitions, has
however, resulted in some variability in the ratios. At the end of
Q1 2018, CyrusOne's book leverage (debt + preferred as a % of gross
assets) was 44% and net debt to EBITDA was 5.0x. The REIT's
operating margins have improved modestly to 55.7% from 52.3% two
years earlier primarily due to increased scale. CyrusOne's fixed
charge coverage ratio, solid at 3.8x at the end of Q1 2018, could
weaken modestly in a rising rate environment due to a high
proportion of variable rate debt, 45%, in the capital structure.

The positive rating outlook reflects the potential for improvement
in the REIT's scale and income stemming from the sizeable
development pipeline and pending acquisition. The outlook also
reflects the expectation that the REIT will continue to pursue
prudent operational and financial policies. At the end of Q12018,
the remaining investment for the development projects, all to be
completed in 2018, was approximately $220 million. The REIT has
also announced that it is acquiring four data centers in Europe,
the Zenium transaction, for almost $450 million.

Factors that could result in an upgrade include net debt to EBITDA
below 5.5x, fixed charge ratio above 4.0x and EBITDA margins above
55%, all on a sustained basis. Other important rating
considerations would be a stabilized portfolio utilization above
90%, proportion of revenue from owned assets above 85% and new
projects and acquisitions being funded on, at least, a leverage
neutral basis.

The rating outlook could be revised to stable if net debt to EBITDA
remains above 6.0x, fixed charge is below 3.5x, or EBITDA margins
approach 50%.

Headquartered in Dallas, TX, CyrusOne Inc., the parent of CyrusOne
LP, owns, develops and operates enterprise-class, carrier-neutral
data centers catering to customers in the retail and wholesale
collocation markets. As of March 31, 2018, CyrusOne operated 45
data centers and 2 work area recovery centers with total asset
value of $4.5 billion.

The principal methodology used in these ratings was Global Rating
Methodology for REITs and Other Commercial Property Firms published
in July 2010.


D&M INVESTMENTS: $1.5M Sale of Former Ramada Hotel to Glenmark OK'd
-------------------------------------------------------------------
Judge Patrick M. Flatley of the U.S. Bankruptcy Court for the
Northern District of West Virginia authorized D&M Investments, Inc.
and MNM Holdings, LLC's sale of the hotel doing business known as
"Ramada Morgantown Hotel & Conference Center," at 20 Scott Avenue,
in Morgantown, West Virginia; and the real property and
improvements, including the approximately 9.9 acres on which the
hotel is situated, to Glenmark Holdings, LLC for $1,525,000.

The sale is free and clear of any and all liens, claims,
liabilities, interests, leases and encumbrances.

At the Closing, the net proceeds from the Purchase Price, after
payment of the ordinary expenses of the sale, will be paid by the
Purchaser to the Debtors, which the Debtors will hold in a separate
account in the name of the Debtors, pending further order of the
Court.

The automatic stay provisions of 11 U.S.C. Section 362 are vacated
and modified to the extent necessary to implement the provisions of
the Order.  Pursuant to Rule 6004(h) of the Federal Rules of
Bankruptcy Procedure, the Order will be effective immediately upon
entry.

              About MNM Holdings and D&M Investments

Based in Morgantown, West Virginia, MNM Holdings LLC, is a small
business debtor as defined in 11 U.S.C. Section 101(51D).  The
company is in the real estate leasing business.  D&M Investments,
Inc., operates public hotels and motels.

MNM Holdings LLC and D&M Investments, Inc., sought Chapter 11
protection (Bankr. N.D. W.Va. Case No. 17-01104 and 17-01105) on
Nov. 3, 2017.  In the petitions signed by Alan B. Mollohan, its
managing member, MNM Holdings and D&M Investments each estimated $1
million to $10 million in assets and liabilities.

The case is assigned to Hon. Patrick M. Flatley.

Salene Rae Mazur Kraemer, Esq., at Mazurkraemer Business Law, in
Canonsburg, Pennsylvania, serves as the Debtors' counsel.  Equity
Partners HG, LLC, has been selected as broker.


DAYTON SUPERIOR: S&P Withdraws Ratings Due to Lack of Information
-----------------------------------------------------------------
S&P Global Ratings withdrew all its ratings on Miamisburg,
Ohio-based Dayton Superior Corp. (CCC/WatchNeg/--), including the
company's first-lien term loan rating, due to a lack of sufficient
information needed to maintain the ratings.



DEMOREST CITY: Moody's Assigns Ba1 Issuer Rating, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 issuer rating to the
city of Demorest, GA. The outlook is stable.

The city's issuer rating is equivalent to a rating that Moody's
would assign to a typical General Obligation Unlimited Tax (GOULT)
debt issue and is used as a reference for a rating assigned using
the US Municipal Utility Revenue Debt methodology. Under this
methodology, ratings are typically banded within two notches of its
GO rating, highlighting the linkage between a government's various
debt securities. In this case, the city's issuer rating of Ba1 is
one-notch from the city's water and sewer enterprise rating of
Baa3.

RATINGS RATIONALE

The Ba1 rating reflects the city's very limited and concentrated
tax base, narrow reserve and liquidity position, which is dependent
on inter-fund transfers to balance operations, and low fixed
costs.

RATING OUTLOOK

The stable outlook reflects the likelihood that the city will
continue to operate at very narrow margins, but remain stable,
given adequate reserves and cash transfers from the water and sewer
fund.

FACTORS THAT COULD LEAD TO AN UPGRADE

  - Tax base expansion and diversification

  - Significantly improved financial position

FACTORS THAT COULD LEAD TO A DOWNGRADE

  - Deterioration of financial position in general or water and
sewer funds

  - Increased debt burden or capital needs

  - Loss of a large employer, taxpayer or customer

LEGAL SECURITY

The issuer rating is based on the implied general obligation
unlimited tax pledge of the city.

PROFILE

The city is located in Habersham County (Aa3), approximately 80
miles northeast of Atlanta (Aa1 stable). As of 2016, the city's
population was 1,902.


DIAMONDBACK ENERGY: Moody's Hikes CFR to Ba2 & Notes Rating to Ba2
------------------------------------------------------------------
Moody's Investors Service upgraded Diamondback Energy Inc.'s
Corporate Family Rating (CFR) to Ba2 from Ba3, Probability of
Default Rating (PDR) to Ba2-PD from Ba3-PD and senior unsecured
notes to Ba3 from B1. The SGL-2 Speculative Grade Liquidity (SGL)
rating was affirmed reflecting good liquidity. The rating outlook
was changed to positive from stable.

"The upgrade and the positive outlook reflects our expectation that
Diamondback will achieve significant production and reserves growth
through 2019 while keeping a strong balance sheet and managing its
business largely within operating cash flow," said Sajjad Alam,
Moody's Senior Analyst. "The company should continue to generate
top-tier margins and returns despite weak in-basin pricing
conditions given its low cost position and steadily improving
takeaway arrangements to more favorable markets."

Issuer: Diamondback Energy, Inc.

Ratings Upgraded:

Corporate Family Rating, Upgraded to Ba2 from Ba3

Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD

Senior Unsecured Notes, Upgraded to Ba3 (LGD5) from B1 (LGD5)

Ratings Affirmed:

Speculative Grade Liquidity Rating, Affirmed SGL-2

Outlook:

Outlook, Changed to Positive from Stable

RATINGS RATIONALE

Diamondback's Ba2 CFR reflects its growing, low cost and
oil-weighted production platform in the Permian Basin; low
financial leverage supported by periodic equity issuances; strong
cash margins, and significant alternative liquidity through its 64%
ownership interest in Viper Energy Partners LP (VEP, unrated),
which had a market capitalization of $3.5 billion as of June 27,
2018. The rating is also supported by the company's excellent
operating track record and highly scalable and deep drilling
inventory in the prolific Permian Basin featuring stacked pay zones
and predictable geology. The CFR is restrained by the scale of
Diamondback's upstream operations relative to higher rated E&P
companies, its narrow geographic focus and the attendant event
risks as well as the high capital spending requirements to rapidly
grow its unconventional resource base. Although Diamondback's
production and reserves are smaller than most Ba2-rated E&P
companies, the company's high quality asset base, strong growth
prospects and low debt level supports its Ba2 CFR.

Diamondback's 2024 and 2025 senior unsecured notes are rated Ba3,
one notch below the Ba2 CFR given the significant size of the
secured revolving credit facility relative to the senior notes,
under Moody's Loss Given Default Methodology. The revolver has a
first-lien claim to substantially all of Diamondback's assets.

Diamondback has good liquidity, which is reflected in the SGL-2
rating. Moody's expects Diamondback's operating cash flow to
substantially cover its capital expenditures and dividends through
2019. As of March 31, 2018, the company had $73 million of cash and
$834 million of availability under a $1 billion committed revolving
credit facility. The revolver has a $2 billion borrowing base and
matures in November 2022, and the company should be able to
comfortably fund any negative free cash flow with revolver draws.
There is ample headroom under the two financial covenants governing
the credit facility. Diamondback's 64% ownership interest in VEP
and substantial undeveloped Permian Basin acreage could be a source
of alternative liquidity, if needed.

The positive outlook reflects Moody's view that Diamondback will
continue to grow at a rapid pace and fund itself mostly with
internally generated cash flow. Given Diamondback's single basin
exposure, a rating increase will be contingent on Diamondback's
ability to further boost production and reserves while maintaining
low leverage. An upgrade could be considered if the company can
sustain production above 150,000 boe/day, debt/PD reserves below $7
per boe and the leveraged full-cycle ratio (LFCR) near 2x. While a
downgrade is unlikely through 2019, ratings could come under
pressure if Diamondback significantly outspends operating cash flow
or capital productivity weakens materially. More specifically, if
the RCF/debt ratio falls below 30% or the LFCR falls below 1.3x, a
downgrade is likely.

Diamondback Energy, Inc. is an exploration and production company
with assets in the Midland and Delaware Basins in West Texas.


DISCOVERY INSURANCE: A.M. Best Hikes Issuer Credit Rating to 'bb+'
------------------------------------------------------------------
A.M. Best has upgraded the Long-Term Issuer Credit Rating to "bb+"
from "bb" and affirmed the Financial Strength Rating of B (Fair) of
Discovery Insurance Company (Kinston, NC). The outlook for these
Credit Ratings (ratings) remains stable.

The ratings reflect Discovery's balance sheet strength, which A.M.
Best categorizes as adequate, as well as its adequate operating
performance, limited business profile and marginal enterprise risk
management (ERM).

These rating actions are reflective of Discovery's recent operating
performance results, which have contributed to surplus growth in
three of the past five years. Operating income has been derived
from significant fee income and to a lesser extent net investment
income, partially offset by negative underwriting results, albeit
much improved in the current period. In 2016 and 2017, double-digit
growth in net premiums written was attributed to targeted rate
adjustments combined with increased policies in force that stemmed
from the consolidation of competitors in North Carolina.

These positive rating factors are offset partially by elevated net
premium written and common stock leverage ratios, and heavy
reinsurance dependence as measured by ceded leverage measures that
are well in excess of the private passenger nonstandard automobile
composite. Discovery's business model includes ceding 100% of its
auto liability premiums and losses (excluding ULAE) to the North
Carolina Reinsurance Facility. Discovery's business profile is
limited as reflected by its product and geographic concentration as
a provider of nonstandard private passenger automobile liability
and physical damage insurance operating exclusively in North
Carolina. The company's ERM framework is emerging with improvements
in both reporting and auditing functions implemented in recent
years.

The stable outlooks are based on A.M. Best's expectation of
operating performance remaining in line with the composite while
maintaining adequate balance sheet strength despite near-term
planned growth initiatives.


DONNIE EARNEST: $375K Sale of Panama City Beach Property Approved
-----------------------------------------------------------------
Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern
District of Florida authorized Donnie Ray Earnest, Sr. and Susan
Christina Earnest to sell the real property located at 6529 Beach
Drive, Panama City Beach, Florida, described as Holiday Beach Unit
#3, Lot 15 Blk, iORB 1841 P 2399, ORB 2341 F' 68, ORB 2535 P 1241,
to for $375,000, subject to higher and better offers.

Caliber Home Loans, Inc. is now the holder of Claim 11-1 and the
sale of the Property is subject to Caliber's final approval prior
to any closing.  

Specialized Loan Servicing, successor in interest to GreenTree,
class 9.1 under the plan, will receive funds in the amount of
$20,199 after providing for payment to Caliber in full and upon
closing of said sale.

The net sale proceeds, after the payment of the foregoing, will be
paid to the Debtors.

The hearing scheduled for June 28, 2018 at 10:00 a.m. regarding the
Property is cancelled due to consent by all parties in interest.

Donnie Ray Earnest, Sr., and Susan Christina Earnest sought Chapter
11 protection (Bankr. N.D. Fla. Case No. 12-50592) on Dec. 27,
2012.

Counsel for the Debtors:

     Charles M. Wynn, Esq.
     4436 Clinton Street
     P.O. Box 146
     Marianna, FL 32447
     Telephone: (850) 526-3520
     Facsimile: (850) 526-5210
     E-mail: Charles@Wynnlaw-fl.com
             Court@Wynnlaw-fi.com


DORIAN LPG: Posts $20.4M Net Loss in Fiscal Year Ended March 31
---------------------------------------------------------------
Dorian LPG has filed with the Securities and Exchange Commission
its Annual Report on Form 10-K disclosing a net loss of US$20.40
million on US$159.33 million of total revenues for the year ended
March 31, 2018, compared to a net loss of US$1.44 million on
US$167.45 million of total revenues for the year ended March 31,
2017.

As of March 31, 2018, Dorian LPG had US$1.73 billion in total
assets, US$776.69 million in total liabilities and US$959.41
million in total shareholders' equity.

As of March 31, 2018, the Company had cash and cash equivalents of
$103.5 million and restricted cash of $25.9 million.

On March 16, 2018, the Company refinanced its 2015-built VLGC, the
Corvette, pursuant to a memorandum of agreement and a bareboat
charter agreement, or the Corvette Japanese Financing.  The
refinancing proceeds of $56.0 million were used to prepay $33.7
million of the 2015 Debt Facility's then outstanding principal
amount.  Pursuant to the 2015 Debt Facility Amendment and in
conjunction with this prepayment, $1.6 million of restricted cash
was released under the 2015 Debt Facility.  The remaining proceeds
were used to pay legal fees associated with this transaction and
for general corporate purposes.

As of March 31, 2018, the outstanding balance of the Company's
long-term debt, net of deferred financing fees of $16.1 million,
was $759.1 million including $65.1 million of principal on its
long-term debt scheduled to be repaid within the next twelve
months.

On June 4, 2018, the Company prepaid $22.3 million of the 2017
Bridge Loan's then outstanding principal using cash on hand prior
to the closing of the CJNP Japanese Financing.

On June 11, 2018, the Company entered into the CJNP Japanese
Financing.  The refinancing proceeds of $21.7 million increased the
Company's unrestricted cash after the Company prepaid $22.3 million
of the 2017 Bridge Loan on June 4, 2018 using cash on hand prior to
the closing of the CJNP Japanese Financing.

On June 20, 2018, the Company prepaid the remaining 2017 Bridge
Loan's outstanding principal of $44.6 million (related to the
Captain Nicholas ML and the Captain Markos NL) using cash on hand
prior to the closing of the CMNL Japanese Financing and the CNML
Japanese Financing.

On June 25, 2018, the Company entered into the CMNL Japanese
Financing.  The refinancing proceeds of $20.6 million increased the
Company's unrestricted cash after it prepaid $21.2 million of the
2017 Bridge Loan on June 20, 2018 using cash on hand prior to the
closing of the CMNL Japanese Financing.

On June 26, 2018, the Company entered into the CNML Japanese
Financing.  The refinancing proceeds of $22.9 million increased the
Company's unrestricted cash after the Company prepaid $23.4 million
of the 2017 Bridge Loan on June 20, 2018 using cash on hand prior
to the closing of the CNML Japanese Financing.
  
A full-text copy of the Late-Filed Form 10-K is available for free
at https://is.gd/y2S7Hq

                         About Dorian LPG

Dorian LPG -- http://www.dorianlpg.com/-- is a liquefied petroleum
gas shipping company and an owner and operator of modern very large
gas carriers ("VLGCs").  Dorian LPG's fleet currently consists of
twenty-two modern VLGCs.  Dorian LPG has offices in Stamford,
Connecticut, USA, London, United Kingdom and Athens, Greece.


DOUGLAS SMITH: $2.3M Short Sale of Sea Bright Borough Property OK'd
-------------------------------------------------------------------
Judge Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey authorized Douglas Anthony Smith's short
sale of the real property identifiable as 21 Tradewinds Lane, Sea
Bright Borough, New Jersey to Joseph and Joanne M. Savino for
$2,260,000.

A hearing on the Motion was held on June 5, 2018 at 9:00 a.m.

The sale is free and clear of all liens and other interests.  Any
and all liens will attach to the proceeds of sale.

The secured claim of Bank of America will be paid at closing in
accordance with the terms of the short sale approval.

The Buyer of the Real Property will pay an additional $20,000
directly to the Debtor which will be free and clear of all liens
and will be property of the bankruptcy estate to be used to pay
administrative expenses and claims in their order of priority under
the Bankruptcy Code.

In accordance with D.N.J. LBR 6004-5, the Notice of Proposed
Private Sale included a request to pay the Debtor's real estate
attorney at closing.  Therefore this professional may be paid at
closing in the discretion of the Short Sale Lender.

Douglas Anthony Smith sought Chapter 11 protection (Bankr. D.N.J.
Case No. 18-10258) on Jan. 5, 2018.  Eugene D. Roth, Esq., is
serving as counsel to the Debtor.


DUN & BRADSTREET: S&P Rates $1.3-Bil. Unsecured Loans 'BB+'
-----------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '3'
recovery rating to Short Hills, N.J.-based information services
company The Dun & Bradstreet Corp.'s (D&B) new $300 million senior
unsecured term loan due 2023 and $1 billion senior unsecured
revolving credit facility due 2023. The '3' recovery rating
indicates S&P's expectation of meaningful recovery (50%-70%;
rounded estimate 55%) in the event of a default. The company used
borrowings under the financings to repay outstanding balances on
its existing revolving credit facility and term loan.

S&P said, "The issue-level and recovery ratings are at the same
level as our rating on the company's existing senior unsecured
notes. Pro forma for the transaction, the company improved its
weighted average debt maturity to about four years, with the
earliest maturity on June 15, 2020.

"Our 'BB+' corporate credit rating on D&B is unchanged and reflects
the company's well-recognized brand; its good market position in
commercial credit and third-party business information services,
despite having a number of niche and established competitors; and
its business transformation needs to improve organizational
agility, EBITDA margins, and organic growth. It also reflects our
expectation that leverage will decline to the low- to mid-3x area
over the next 12 months."

  RATINGS LIST

  The Dun & Bradstreet Corp.
   Corporate Credit Rating                  BB+/Stable/--

  New Rating

  The Dun & Bradstreet Corp.   
   Senior Unsecured
    $300 mil term loan due 2023             BB+
     Recovery Rating                        3(55%)
    $1 bil revolver due 2023                BB+
     Recovery Rating                        3(55%)


EAST OAKLAND: Liquidation Analysis Modified in Latest Plan
----------------------------------------------------------
East Oakland Faith Deliverance Center Church submits their first
amended disclosure statement, dated June 19, 2018, describing their
first amended plan of reorganization.

This latest filing modifies the liquidation analysis and provides
that unsecured claims would receive full payment of their allowed
claims in a hypothetical Chapter 7 liquidation of Debtor's
bankruptcy estate and would be paid interest on their claims as
required by section 726(a)(5) of the Code.

Further, under the Plan, all creditors and interest holders receive
full payment of their allowed claims. However, the plan does not
pay post-petition interest to Class G, the class of non-priority
unsecured claims. If Class G does not accept its treatment under
the Plan, Debtor could not obtain confirmation of the Plan. If
Class G rejects the Plan, Debtor would need to modify the Plan to
pay post-petition interest. to the holders of Class G claims.

A full-text copy of the First Amended Disclosure Statement is
available at:

      http://bankrupt.com/misc/canb17-42951-53.pdf

A full-text copy of the First Amended Plan is available at:

      http://bankrupt.com/misc/canb17-42951-52.pdf

      About East Oakland Faith Deliverance Center Church

Based in Oakland, California, East Oakland Faith Deliverance Center
Church is a non-profit, tax-exempt corporation in the religious
organizations industry.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Calif. Case No. 17-42951) on Nov. 28, 2017.  Rev.
Ray E. Mack, president, signed the petition.  At the time of the
filing, the Debtor estimated assets and liabilities of $1 million
to $10 million.  Judge William J. Lafferty presides over the case.


ELITE RESORTS: Seeks to Hire ChildersLaw LLC as Counsel
-------------------------------------------------------
Elite Resorts Managers, LLC, has filed an amended application with
the U.S. Bankruptcy Court for the Middle District of Florida
seeking approval to hire ChildersLaw, LLC.

Elite Resorts requires ChildersLaw LLC to:

   a. prepare all Schedules, Statements, Declarations, and other
      papers to be filed in this case on behalf of the Debtor;

   b. advise and counsel the Debtor with respect to its
      responsibilities in complying with the U.S. Trustee's
      Guidelines and Reporting Requirements and with the rules
      and Orders of the Court;

   c. defend any causes of action on behalf of the Debtor;

   d. protect the interests of the Debtor in all matters before
      the Court;

   e. prepare on behalf of the Debtor all necessary applications,
      motions, reports, pleadings, orders, adversary proceedings,
      and other legal documents necessary in the Chapter 11 case;

   f. counsel the Debtor with regard to its rights and
      obligations as a Debtor-in-Possession;

   g. represent the Debtor in negotiation with its creditors and
      in preparation of a Chapter 11 Plan of Reorganization and a
      Disclosure Statement; and

   h. provide all services to the Debtor of a legal nature in the
      field of bankruptcy law.

ChildersLaw LLC will be paid at these hourly rates:

     Partners                   $375
     Associates                 $275
     Paraprofessionals          $150
     Staffs                      $50

ChildersLaw LLC has been paid $25,000 by the Debtor, of which
$10,000 was paid before the filing of the bankruptcy case for
prepetition expenses.

ChildersLaw LLC will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Seldon J. Childers, a partner at ChildersLaw, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.

ChildersLaw LLC can be reached at:

         Seldon J. Childers, Esq.
         CHILDERSLAW LLC
         2135 NW 40th Terrace, Suite B
         Gainesville, FL 32605
         Tel: (866) 996-6104
         Fax: (407) 209-3870
         E-mail: jchilders@smartbizlaw.com

                  About Elite Resorts Managers

Elite Resorts Managers, LLC, is a corporation with its principal
place of business in Salt Springs, Florida.  Its sole principal
business as a management and accounting company of other asset
companies, and to maintain and protect the real commercial
investment property located at 1335 Calvary Road, Holiday, FL
34691.

Elite Resorts Managers filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Fla. Case No. 18-01066) on Feb. 27, 2018, estimating
under $1 million in assets and liabilities.  Judge Karen S.
Jennemann presides over the case.  Seldon J. Childers, Esq., at
Childers Law LLC, is the Debtor's counsel.


ENDURO RESOURCE: July 17 Auction of All Assets Set
--------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorized the bidding procedures of Enduro Resource
Partners, LLC and affiliates in connection with the sale of
substantially all assets in four packages, including: (i) the North
Dakota Package to Cobra Oil & Gas Corp. for $45 million; (ii) the
Wyoming Package to Mid-Con Energy Properties, LLC for $5 million;
(iii) the North Louisiana Package; and (iv) the Trust Related
Assets Package to Evolution Petroleum Corp. for $27.5 million, each
case subject to adjustments, subject to overbid.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: July 11, 2018 at 5:00 p.m. (ET)

     b. Deposit: 10% of the aggregate cash and non-cash Purchase
Price of the Bid

     c. Minimum Bid: The aggregate consideration proposed by each
Bid must equal or exceed the sum of: (i) $47.8 million in cash for
the North Dakota Package; (ii) $5,675,000 in cash for the Wyoming
Package; (iii) $21.3 million in cash for the North Louisiana
Package; and (iv) $29.1 million in cash for the Trust Related
Assets Package.

     d. Auction: The Auction will commence on July 17, 2018 at
10:00 a.m. (ET).

     e. Minimum Overbid Increment: (i) $100,000 for the North
Dakota Package; (ii) $500,000 for the Wyoming Package; (iii)
$500,000 for the North Louisiana Package; and (iv) $500,000 for the
Trust Related Assets Package, with any Overbid for multiple Asset
Packages incorporating an aggregate incremental amount equal to the
sum of each applicable Minimum Overbid Increment

     f. Sale Hearing: July 20, 2018 at 10:00 a.m. (ET)

The Expense Reimbursement of each Stalking Horse Bidder, as set
forth in the Stalking Horse Agreements, is approved; provided,
however that:

     a. in connection with the Debtors' sale process for North
Dakota Asset Package the Expense Reimbursement will equal the
reasonable, documented, out-of-pocket costs and expenses incurred
by Cobra up to a maximum amotmt of $450,000;

     b. in connection with the Debtors' sale process for Wyoming
Asset Package the Expense Reimbursement will equal the reasonable,
documented, out-of-pocket costs and expenses incurred by Mid-Con up
to a maximum amount of $75,000;

     c. in connection with the Debtors' sale process for the North
Louisiana Asset Package the Expense Reimbursement will equal the
reasonable, documented, out-of-pocket costs and expenses incurred
by Comstock up to a maximum amount of $200,000; and

     d. in connection with the Debtors' sale process for Trust
Related Assets Package the Expense Reimbursement will equal the
reasonable, documented, out-of-pocket costs and expenses incurred
by Evolution up to a maximum amount of $275,000.

The Breakup Fees are approved in the amount of:

     a. $1,350,000 for the North Dakota Package;

     b. $100,000 for the Wyoming Package;

     c. $600,000 for the North Louisiana Asset Package; and

     d. $825,000 for the Trust Related Assets Package.

On June 6, 2018, Enduro Operating and Comstock Oil & Gas-Louisiana,
LLC entered into their Purchase and Sale Agreement, and Comstock
constitutes a Stalking Horse Bidder as provided in the Motion and
the Order, and the North Louisiana Stalking Horse Agreement
constitutes a Stalking Horse Agreement as provided in the Motion
and the Order.

The Breakup Fees will be paid pursuant to the terms of the Stalking
Horse Agreements.  The First Lien Lenders will make no credit bid
on any Asset Package subject to a Stalking Horse Agreement.     

The Sale Notice is approved and will be served within three
business days of entry of the Order, upon the Notice Parties.
Within 10 business days of entry of the Order, the Debtors will
publish the Publication Notice in the Wall Street Journal and the
Fort Worth Star-Telegram.  

The Cure Notice is approved.  No later than five business days
after entry of the Order, the Debtors will serve the Cure Notice on
all Counterparties.  The Debtors will not serve Previously Omitted
Contract Notices on applicable non-Debtor counterparty(ies) after
July 5, 2018.

The Sale Objection Deadline is July 2, 2018 at 5:00 p.m. (ET).  The
Sale Orders will be entered by July 27, 2018 at 5:00 p.m. (ET).
The Debtors will file a proposed form of Sale Orders no later 48
hours prior to the Sale Hearing.

Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions
of the Order will be immediately effective and enforceable upon its
entry.  All time periods set forth in the Order will be calculated
in accordance with Bankruptcy Rule 9006(a).

A copy of the Bidding Procedures attached to the Motion is
available for free at:

      http://bankrupt.com/misc/Enduro_Resource_168_Order.pdf

                       About Enduro Resource

Enduro Resource Partners LLC and its subsidiaries are independent
oil and natural gas companies engaged in the acquisition,
exploration, exploitation, development, and operation of oil and
gas properties.  They have operated and non-operated oil and gas
assets in Texas, Louisiana, New Mexico, North Dakota, and Wyoming,
as well as royalty interests in certain properties in Montana.

Enduro Resource Partners LLC and five affiliates filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Lead Case No. 18-11174) on
May 15, 2018.  Enduro Royalty Trust, a publicly-traded Delaware
statutory trust formed on May 3, 2011, has not filed a chapter 11
petition and will also continue to operate in the normal course.

In the petition signed by Kimberly A. Weimer, vice president and
CFO, the Debtors estimated $100 million to $500 million in assets
and liabilities.  

The Hon. Kevin Gross presides over the case.  

Michael R. Nestor, Esq., and Kara Hammond Coyle, Esq., at Young
Conaway Stargatt & Taylor, LLP; and George A. Davis, Esq., Caroline
A. Reckler, Esq., Matthew L. Warren, Esq., and Jason B. Gott, Esq.,
at Latham & Watkins LLP, serve as counsel to the Debtors.  Evercore
Group, L.L.C. serves as the Debtors' financial advisor; and Alvarez
& Marsal North America, LLC, as the Debtors' restructuring
advisor.
Kurtzman Carson Consultants LLC serves as the Debtors' claims and
noticing agent.


ERIC D. CARROLL: DOJ Watchdog Seeks Appointment of Trustee
----------------------------------------------------------
The Acting United States Trustee, in furtherance of his duties and
responsibilities, asks the U.S. Bankruptcy Court for the District
of New Jersey for an order directing the appointment of chapter 11
trustee, or, in the alternative, converting the case to a case
under chapter 7.

The Debtor owns real property at 22 Pennington Lawrenceville Road,
Pennington, NJ. The Debtor has disclosed a 50% ownership interest
in Youngs Road LLC with an unknown value. The Debtor’s employer,
Carroll Demolition, operates out of the Youngs Road Property
located at 4 Youngs Road, Trenton, NJ. The Debtor testified at the
341(a) Meeting of Creditors that Carroll Demolition is owned by his
sister.

The U.S. Trustee asserts that cause exists to appoint a chapter 11
trustee because there is clear dishonesty on the part of the
Debtor. The Debtor signed, under penalty of perjury, a petition,
bankruptcy schedules, a Statement of Financial Affairs that are
materially inconsistent with tax returns signed by the Debtor, as
well as a proposed Plan & Disclosure Statement filed on his
behalf.

For instance, the U.S. Trustee refers to the Debtor's 2016 and 2015
tax returns disclose that the Debtor's only source of income is
from a sole proprietorship. The Debtor’s petition, Schedule A/B
and SOFA all fail to disclose the Debtor's interest in a sole
proprietorship. Instead, the Debtor states on Schedule I that his
income is from Carroll Demolition, a company he claims to have
worked for as a laborer for the past 8 years and that he states is
owned by his sister. The Debtor also discloses on Schedule I and
the SOFA that he receives income from 4 Youngs Road, LLC. Neither
of these sources has been disclosed on the Debtor's tax returns.

Further, the U.S. Trustee points out to Schedule I, where in
response to the question, "do you expect an increase or decrease
within the year after you file this form?" the Debtor stated:
"rental Youngs Road LLC generates $4,200/month gross rent --
approximately $500/month to Debtor. Expecting bonus from Carroll
Demolition, LLC when A/R collected." However, the U.S. Trustee
notes that in the Plan & Disclosure Statement, the Debtor states:
"the Debtor continues to work hard for Carroll Demolition, LLC and
is drawing an increased salary of $7,500 per month." Elsewhere, the
Debtor states he projects receiving $8,000 per month. This is an
increase of 134% of the monthly salary disclosed on Schedule I. The
Debtor disclosed that he "individually been pursued upon his
personal guarantees of the Carroll Industries, Inc. obligations."

Accordingly, the U.S. Trustee asserts that it is unclear what the
Debtor's actual relationship is to Carroll Demolition, a company he
claims to have worked for as a laborer for the past 8 years and
that he states is owned by his sister. Based on the conflicting
information on the Debtor's tax returns, identifying his income as
being form a sole proprietorship, as well as the unexplained
increase in salary of 134%, the Debtor may be exercising control
over Carroll Demolition.

Further, the U.S. Trustee contends that there is no clear picture
of the Debtor's expenses as the expenses listed on the Debtor's
Schedule J, the Debtor's most recently filed MOR, and the Debtor's
Plan & Disclosure Statement, are all different

The U.S. Trustee's operating guidelines for this District require
Debtors to file monthly operating reports within 20 days from the
end of the previous month. Until today, MORs were due for December
2017, January 2018, and February 2018. The March 2018 MOR remains
outstanding. Additionally, the MORs filed by the Debtor are
deficient in various respects and the errors are repeated on all of
the MORs. For instance, the cumulative columns appear to be
completely wrong. The attached bank account transaction history
spans multiple months and provides no clear information. On some
statements, the copy quality makes certain entries impossible to
read. The transaction descriptions are handwritten notes. There is
no corresponding checks register.

While the Debtor may be entitled to a breathing spell from the
creditors trying to collect on the personal guarantees, the U.S.
Trustee asserts that the Debtor is not entitled to mislead his
creditors by misrepresenting his financial affairs. The information
provided on the Debtor's tax returns and the information provided
on the petition, schedules, and SOFA, as well as the proposed Plan
and Disclosure Statement, cannot be reconciled. There is no
reasonable explanation for the conflicting information.

Counsel for Acting U.S. Trustee:

             Lauren Bielskie, Esq.
             One Newark Center, Suite 2100
             Newark, NJ 07102
             Telephone: (973) 645-3014
             Fax: (973) 645-5993
             Email: Lauren.Bielskie@usdoj.gov

Eric D. Carroll filed a petition for relief under chapter 11
(Bankr. D.N.J. Case No. 17-22633) on June 20, 2017.


EVERGREEN INFORMATION: Seeks Authority to Use Cash Collateral
-------------------------------------------------------------
Evergreen Information Technology Services, Inc., seeks
authorization from the U.S. Bankruptcy Court for the District of
Maryland for interim and final use of cash collateral.

The Debtor further seeks authorization to continue remitting all
Policy Payments and any other amounts due related to the Policies
which are the most significant assets of the Debtor's estates and
to satisfy certain obligations in respect thereof.

To the extent there are any valid Secured Creditors' interest in
its bank account(s) and/or accounts receivable, the Debtor asserts
that said interest will be adequately protected inasmuch as the use
of the accounts to operate the business is necessary to keep the
business operating. Without the ability to use the accounts and/or
accounts receivable, there will be no means by which the Secured
Creditors or otherwise can realize any payment on their claims.
Accordingly, the Debtors request authority to use its bank
accounts and accounts receivable.

A full-text copy of the Cash Collateral Motion is available at

            http://bankrupt.com/misc/mdb18-17749-12.pdf

                About Evergreen Information Technology

Evergreen Information Technology Services, Inc., based in Laurel,
Maryland, offers an array of IT services and solutions including
Continuity of operations Planning (COOP), Risk Assessment, Disaster
Recovery, Network Operations Support, Migration from Legacy
Systems, Service Desk and End-User Support, IT Service Management,
IT Program Management, E Governance, Cabling Inside/Outside Plant,
VoiP, and A/V VTC Systems.

Evergreen Information Technology Services, Inc. sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No.
18-17749) on June 7, 2018.  In the petition signed by Terrance
Martin, president, the Debtor disclosed total assets of $231,861
and total debts of $1.84 million.  

Justin M. Reiner, Esq. at Axelson, Williamowsky, Bender & Fishman,
P.C. serves as the Debtor's counsel.


EYEPOINT PHARMACEUTICALS: Sells 20.2M Units to EW Investors
-----------------------------------------------------------
EyePoint Pharmaceuticals, Inc. has closed the transactions
contemplated by the Second Securities Purchase Agreement, dated
March 28, 2018, with EW Healthcare Partners, L.P. and EW Healthcare
Partners-A, L.P. and certain other accredited investors.  At the
closing, the Company offered and sold to the Second Tranche
Investors an aggregate of 20,184,224 units, with each Unit
consisting of (a) one share of common stock of the Company and (b)
one warrant to purchase a share of Common Stock, at a purchase
price of $1.265 per Unit.

The warrants issued in the Second Tranche Transaction are
exercisable any time until on or prior to the close of business on
the 15th business day following the date on which the holders of
the Second Tranche Warrants receive written notice from the Company
that the Centers for Medicare & Medicaid Services has announced
that a new C-Code has been established for DEXYCU and will be
effective at the start of the first calendar quarter after such
notice.  The exercise price of each Second Tranche Warrant issued
in the Second Tranche Transaction is an amount equal to the lower
of (a) $1.43 and (b) a 20% discount to the volume weighted average
price of the shares of Common Stock on the Nasdaq Stock Market for
the 20 trading days immediately prior to the exercise of a Second
Tranche Warrant; provided, however, that the exercise price cannot
be lower than $0.88.

The aggregate gross proceeds from the Second Tranche Transaction
are approximately $25.5 million, not including any proceeds from
the exercise of the Second Tranche Warrants.  The Company intends
to use the net proceeds from the Second Tranche Transaction for
working capital purposes and to fund the commercialization of
DEXYCU and, if approved by the U.S. Food and Drug Administration,
YUTIQ.

In addition, in connection with the closing of the Second Tranche
Transaction, the EW Investors were entitled to designate for
nomination one person to serve as a member of the Board of
Directors of the Company.  The initial Second Tranche Investor
Designee is Goran Ando, M.D.

The securities sold and issued in the Second Tranche Transaction
have not been registered under the Securities Act of 1933, as
amended, or any state securities laws, and may not be offered or
sold in the United States absent registration with the Securities
and Exchange Commission or an applicable exemption from the
registration requirements.

In connection with the closing of the Second Tranche Transaction,
the Company entered into a Second Registration Rights Agreement
with the Second Tranche Investors.  Pursuant to the Second Tranche
Registration Rights Agreement, the Company is required, within 30
days of the closing of the Second Tranche Transaction, to file a
shelf registration statement with the SEC registering for resale
the securities issued to the Second Tranche Investors in the Second
Tranche Transaction and any securities issued pursuant to that
certain Securities Purchase Agreement, dated March 28, 2018, by and
among the Company and the EW Investors that have not already been
registered.

As previously disclosed, on March 28, 2018, the Company entered
into a Credit Agreement, among the Company, as borrower, SWK
Funding LLC, as agent, and the lenders, providing for a senior
secured term loan of up to $20 million.  Pursuant to the Credit
Agreement, $15 million of the Loan was advanced on March 28, 2018.
The remaining $5 million of the Loan may be advanced between
March 28, 2018 and Dec. 31, 2018, subject to the Company raising at
least $20 million of net cash proceeds from an additional equity
offering or permitted subordinated debt financing.  The Minimum
Capital Raise requirement was satisfied upon the closing of the
Second Tranche Transaction, and the Additional Advance was
subsequently advanced to the Company on June 26, 2018.

The Loan is due and payable on March 28, 2023.  The Company intends
to use the net proceeds from the Additional Advance for working
capital purposes and to fund the commercialization of DEXYCU and,
if approved by the FDA, YUTIQ.  The Loan bears interest at a per
annum rate of the three-month LIBOR rate (subject to a 1.5% floor)
plus 10.50%.

In connection with the Additional Advance, 77,721 shares of Common
Stock underlying the warrant issued to the Agent on March 28, 2018
at an exercise price equal to $1.93 became exercisable on June 26,
2018.  The SWK Warrant is exercisable with respect to the
Additional Advance Warrant Shares, any time until the close of
business on the 7 year anniversary of the Additional Advance.  The
Agent may exercise the SWK Warrant on a cashless basis at any time.
In the event the Agent exercises the SWK Warrant on a cashless
basis, the Company will not receive any proceeds.  The Company has
also granted the Agent certain "piggyback" registration rights
requiring the Company to register any shares of Common Stock
underlying the SWK Warrant for resale with the SEC.

                    Appointment of Director

On the Closing Date, the Board appointed Goran Ando, M.D. to serve
as a director for a term commencing on the date of the closing of
the Second Tranche Transaction and expiring at the Annual Meeting
of Stockholders of the Company in 2018 and until his successor is
duly elected and qualified, except in the case of his earlier
death, retirement or resignation.  Dr. Ando will also serve as a
member of the Science Committee of the Board.

Dr. Ando will be compensated for his service as a non-employee
director under the Company's non-employee director compensation
policy.  In connection with his appointment and in accordance with
the Policy, the Company granted Dr. Ando an option to purchase
80,000 shares of Common Stock pursuant to the Company's 2016
Long-Term Incentive Plan.  The option vests and becomes exercisable
in three equal annual installments commencing June 25, 2019,
subject to Dr. Ando's continued service on the Board through the
applicable vesting date, and expires on the tenth anniversary of
the grant date.  As a non-employee director, Dr. Ando is also
entitled to receive an annual retainer fee of $44,000, including
$40,000 as a Board member and $4,000 as a Science Committee member,
as well as annual equity awards to purchase or acquire up to 40,000
shares of Common Stock.  In connection with his appointment, Dr.
Ando has entered into the Company's standard director
indemnification agreement.

Dr. Ando was appointed to the Board pursuant to the terms of the
Second Tranche Securities Purchase Agreement.  There are no family
relationships between Dr. Ando and any director or executive
officer of the Company.  Dr. Ando is senior advisor to EW
Healthcare Partners, which is an affiliate of the EW Investors.

                     Special Meeting Results

On June 22, 2018, the Company held a Special Meeting of
Stockholders.  As of May 10, 2018, the record date for the Special
Meeting, there were 54,029,917 shares of Common Stock issued and
outstanding and entitled to vote on the proposals presented at the
Special Meeting, of which 41,351,005, or 76.5%, were present in
person or represented by proxy, which constituted a quorum.

At the Special Meeting, the shareholders approved, for purposes of
Nasdaq Listing Rule 5635, the issuance of a maximum of 27,250,000
Units, with each Unit consisting of (i) one share of Common Stock
and (ii) one warrant to purchase one share of Common Stock,
pursuant to the Second Tranche Securities Purchase Agreement.  The
stockholders approved the adoption of an amendment to the Company's
Certificate of Incorporation, as amended, to increase the number of
authorized shares of Common Stock from 120,000,000 shares to
150,000,000 shares.

                   About EyePoint Pharmaceuticals

EyePoint Pharmaceuticals, formerly pSivida Corp. --
http://www.eyepointpharma.com/-- headquartered in Watertown, MA,
is a specialty biopharmaceutical company committed to developing
and commercializing innovative ophthalmic products in indications
with high unmet medical need to help improve the lives of patients
with serious eye disorders.  The Company has developed three of
only four FDA-approved sustained-release treatments for
back-of-the-eye diseases.  The Company's pre-clinical development
program is focused on using its core Durasert platform technology
to deliver drugs to treat wet age-related macular degeneration,
glaucoma, osteoarthritis and other diseases.

pSivida reported a net loss of $18.48 million on $7.54 million of
total revenues for the fiscal year ended June 30, 2017, compared
with a net loss of $21.55 million on $1.62 million of total
revenues in 2016.  As of March 31, 2018, Eyepoint had $50.15
million in total assets, $41.96 million in total liabilities and
$8.19 million in total stockholders' equity.

In its report on the consolidated financial statements for the year
ended June 30, 2017, Deloitte & Touche LLP stated that the
Company's anticipated recurring use of cash to fund operations in
combination with no probable source of additional capital raises
substantial doubt about its ability to continue as a going concern.


FALLBROOK TECHNOLOGIES: Emerges from Chapter 11 Restructuring
-------------------------------------------------------------
Fallbrook Technologies Inc., the privately held developer and
licensor of the patented NuVinci(R) continuously variable planetary
(CVP) transmission technology, emerged from Chapter 11
restructuring on June 25, 2018.

The filing for restructuring was done on Feb. 26, and allowed
Fallbrook to create a Plan of Reorganization to drive growth
through its two divisions, licensing and bike.  The restructuring
measures taken, along with the Plan of Reorganization, led to a
simpler Fallbrook structure, composed of these two focused
divisions: licensing and bike.  Fallbrook's bike division is known
as enviolo.

"This simple structure allows each business to fully focus on their
own core objectives," says David Hancock, enviolo's newly appointed
President and CEO.

According to the company's statement, enviolo will adapt its
organizational structure to be more customer centered. This new
structure aims at ensuring partners and customers enjoy a
high-quality journey, from the moment they get in touch with the
division, until after-sales services. Thus, the new Brand
Experience (BX) department incorporates the customer experience and
marketing teams. The BX Department will take care of all retail
orders and partnerships, retail education programs, service
questions, and warranty cases.

As reported by the Troubled Company Reporter, Unsecured Creditors
are projected to recoup 9.9% to 12.6% under the Plan.

According to the Plan, Class 3 under the plan consists of the
senior secured claims. On the Effective Date, all of the Senior
Secured Notes will be canceled. The Senior Secured Claims will be
Allowed in the Senior Secured Notes Allowed Amount. Each Holder of
an Allowed Senior
Secured Claim will receive (a) a Pro Rata share of: (1) the New
Second Lien Facility; (2) an amount of equity determined by
multiplying (x) 57% of the New Common Stock, by (y) a fraction
having a numerator equal to the New Second Lien Facility Amount and
a denominator equal to the sum of the New First Lien Facility
Amount and the New Second Lien Facility Amount; and (3) if Class 4
rejects the Plan, the Re-distributed New Common Stock. Estimated
recovery for this class is 42.5% to 54.8%.

General unsecured creditors are estimated to recover 9.9% to 12.6%
under the plan.

The TCR also reported that Judge Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware has confirmed
Fallbrook Technologies, Inc., et al.'s First Amended Joint Plan of
Reorganization.  On June 6, 2018, the Debtors filed the First
Amended Plan and proposed Findings of Fact, Conclusions of Law, and
Order Confirming the Plan.  Subsequent to the filing of the Revised
Order, and to resolve an informal comment, the Debtors made certain
revisions to the Revised Order, as reflected in the further revised
order a full-text copy of which is available at:

        http://bankrupt.com/misc/deb18-10384-263.pdf

On June 8, 2018, the Court held a hearing to consider confirmation
of the Plan and entry of the Further Revised Order.  At the
conclusion of the Confirmation Hearing, the Court ruled that it
would confirm the Plan, and instructed the Debtors to submit the
Further Revised Order under certification of counsel.

Jane Sullivan, the executive president of Epiq Bankruptcy
Solutions, LLC, said in a declaration the Debtors received 100%
support of their First Amended Plan.  Class 3 - Senior Secured
Claims and Class 4 - General Unsecured Claims voted 100% to accept
the Plan.  A full-text copy of the Sullivan Declaration is
available at:

        http://bankrupt.com/misc/deb18-10384-246.pdf

A full-text copy of the Findings of Fact, Conclusions of Law, and
Order Confirming the Plan is available at:

        http://bankrupt.com/misc/deb18-10384-267.pdf

A full-text copy of the First Amended Plan is available at:

        http://bankrupt.com/misc/deb18-10384-248.pdf  

A redlined version of the First Amended Plan is available at:

        http://bankrupt.com/misc/deb18-10384-249.pdf

                 About Fallbrook Technologies

Fallbrook Technologies -- http://www.fallbrooktech.com/-- is the
inventor of the revolutionary NuVinci [(R)] continuously variable
planetary (CVP) technology, which enables performance and
efficiency improvements for machines that use an engine, pump,
motor, or geared transmission system -- including urban mobility
vehicles, cars and trucks, industrial equipment, and many other
applications.  Fallbrook has a unique collective development model
and community through which NuVinci technology licensees share
enhancements, which adds to the value of the technology and
accelerates product development.  This approach enables
forward-looking companies, who wish to create visionary new
products with NuVinci technology, to move quickly from concept to
market commercialization.  Fallbrook is based in Cedar Park near
Austin, Texas, USA and holds rights to over 800 patents and patent
applications worldwide.

Fallbrook Technologies filed a Chapter 11 petition (Bankr. D. Del.
Case No. 18-10384) together with its affiliates Fallbrook
Technologies International Co. (Bankr. D. Del. Case No. 18-10385);
Hodyon, Inc. (Bankr. D. Del. Case No. 18-10386) and Hodyon Finance,
Inc. (Bankr. D. Del. Case no. 18-10387) on Feb. 26, 2018.

In the petitions signed by CRO Roy Messing, lead debtor Fallbrook
Technologies indicated $50 million to $100 million in total assets
and $100 million to $500 million in total liabilities.

The cases are assigned to Judge Mary F. Walrath.

Jordan A. Wishnew, Esq. at Shearman & Sterling LLP is the Debtors'
general counsel; and Betsy L. Feldman, Esq. at Young Conaway
Stargatt & Taylor, LLP, is the local counsel.

No official committee of unsecured creditors has been appointed in
the Chapter 11 case.


FALLS AT ELK GROVE: Seeks to Hire Dahl Law as Attorney
------------------------------------------------------
The Falls at Elk Grove, LLC, seeks authority from the U.S.
Bankruptcy Court for the Eastern District of California to employ
Dahl Law, Attorneys at Law, as attorney to the Debtor.

Falls at Elk Grove requires Dahl Law to:

   a. advise the Debtor with respect to the powers and duties as
      the Debtor in Possession in the continuing management of
      the property and the administration of the estate;

   b. prepare on behalf of the Debtor necessary applications,
      schedules, statements, answers, orders, reports, and other
      legal papers;

   c. assist the Debtor in the development and prosecution of
      various claims, causes of action, preference claims;

   d. assist the Debtor in investigation of potential causes of
      action;

   e. assist the Debtor in the preparation, confirmation and
      implementation of its Chapter 11 plan;

   f. assist the Debtor in the evaluation of claims and
      potentially filing and prosecuting objections to claims;

   g. provide post-conversion services which may include
      communication and coordination of turnover of data
      requested by the appointed Chapter 7 trustee, maintenance
      of creditor matrix, forwarding of returned mail, respond to
      creditor inquiries regarding the case, attend at the 341
      (a) meeting of creditors, review, revise and amend
      schedules and statements, draft and prosecute a final fee
      application and move to withdraw as counsel of record for
      the Debtor; and

   h. perform all other legal services for the Debtor which may
      be appropriate in the prosecution of the Debtor's Chapter
      11 case.

Dahl Law will be paid at these hourly rates:

         Partners               $435
         Associates         $175 to $250
         Law Clerks         $110 to $160
         Paralegals         $105 to $140
         Assistants          $75 to $95

Dahl Law will be paid a retainer in the amount of $40,000.

Dahl Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Walter R. Dahl, a partner at Dahl Law, Attorneys at Law, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Dahl Law can be reached at:

     Walter R. Dahl, Esq.
     DAHL LAW, ATTORNEYS AT LAW
     2304 N Street
     Sacramento, CA 95816-5716
     Tel: (916) 446-8800
     Fax: (916) 741-3346

                 About The Falls at Elk Grove

The Falls at Elk Grove, LLC, based in West Jordan, UT, filed a
Chapter 11 petition (Bankr. E.D. Cal. Case No. 18-23387) on May 30,
2018.  In the petition signed by CEO Steven L. Down, the Debtor
disclosed $15 million in assets and $8.28 million in liabilities.
The Hon. Robert S. Bardwil presides over the case.  Walter R. Dahl,
Esq., at Dahl Law, Attorneys at Law, serves as bankruptcy counsel
to the Debtor.


FARWEST PUMP: Hires Waterfall Economidis as Substitute Counsel
--------------------------------------------------------------
Farwest Pump Company seeks authority from the U.S. Bankruptcy Court
for the District of Arizona to employ Waterfall Economidis Caldwell
Hanshaw & Villamana, P.C. as counsel substituting Kasey C. Nye,
Lawyer PLLC.

The law firm of Kasey C. Nye, Lawyer PLLC is withdrawing as
attorney Kasey C. Nye is joining the law firm of Waterfall
Economidis Caldwell, Hanshaw & Villamana, P.C.

Country Club at The Park requires Waterfall to:

   -- assist Debtor on various matters, which include evaluation
      of the Debtor's ability to reorganize, negotiation with
      creditors, evaluating Debtor's contracts; and

   -- provide legal advice on control of estate property, and
      cooperation with parties for the prompt resolution of the
      case through the confirmation of a reorganization plan, or
      a dismissal of the case.

Waterfall will be paid at these hourly rates:

     Kasey C. Nye                $275
     Associates                $215 to $245
     Paralegals                $100 to $150

Waterfall will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Kasey C. Nye, a partner at Waterfall Economidis Caldwell Hanshaw &
Villamana, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.

Waterfall can be reached at:

     Kasey C. Nye, Esq.
     WATERFALL ECONOMIDIS CALDWELL
     HANSHAW & VILLAMANA, P.C.
     5210 E Williams Circle, Suite 800
     Tucson, AZ 85711
     Tel: (520) 790-5828

                  About Farwest Pump Company

Based in Tucson, Arizona, Farwest Pump Company --
http://farwestwell.com/-- is a small organization that provides
well drilling services to all of the southwest United States.
Farwest also offers a wide variety of related services including
sonar jet, municipal water systems, electrical control systems,
complete machine shop, and environmental and geothermal services.

Founded in 1982, Farwest is a licensed, bonded, and insured company
with locations in Tucson, Willcox and Las Cruces.  It is owned and
operated by Clark and Channa Vaught.

Farwest Pump Company sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 17-11112) on Sept. 20,
2017.  In the petition signed by Channa Vaught, its president, the
Debtor disclosed $2.51 million in assets and $1.85 million in
liabilities.

Judge Brenda Moody Whinery presides over the case.

The Debtor hired Waterfall Economidis Caldwell Hanshaw & Villamana,
P.C. as counsel, substituting Kasey C. Nye, Lawyer PLLC.


FARWEST PUMP: Taps Talwar Law as Legal Counsel
----------------------------------------------
Farwest Pump Company seeks approval from the U.S. Bankruptcy Court
for the District of Arizona to retain Talwar Law PLLC as legal
counsel.

The firm will continue to represent the Debtor in a case it filed
against Illinois National Insurance Co. (Case No. C20174197) in the
U.S. District Court for the District of Arizona.  Talwar Law will
be paid on a contingent fee of 17.5% of any amount recovered from
the claim.

Talwar Law will also continue to assist the Debtor in its case
against a certain Joel Rodriguez (Case No. C20150425) in the
Arizona Superior Court; and in monetizing its insurance claims with
Secura Insurance Company for losses incurred as a result of the
alleged theft and embezzlement by Mr. Rodriguez.

For the period between the petition date and March 31, 2018, the
Debtor will pay the firm for its services related to the Rodriguez
case pursuant to its original salary (bi-weekly salary of
$4,615.38).  Going forward, Talwar Law will be compensated an
hourly fee of $240.

The firm can be reached through:

     Rohit Talwar, Esq.
     Talwar Law PLLC
     5501 N. Oracle Road
     Tucson, AZ 85704

                    About Farwest Pump Company

Based in Tucson, Arizona, Farwest Pump Company --
http://farwestwell.com/-- is a small organization that provides
well drilling services to all of the southwest United States.
Farwest also offers a wide variety of related services including
sonar jet, municipal water systems, electrical control systems,
complete machine shop, and environmental and geothermal services.

Founded in 1982, Farwest is a licensed, bonded, and insured company
with locations in Tucson, Willcox and Las Cruces.  It is owned and
operated by Clark and Channa Vaught.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case No. 17-11112) on Sept. 20, 2017.  Channa
Vaught, its president, signed the petition.  At the time of the
filing, the Debtor disclosed $2.51 million in assets and $1.85
million in liabilities.

Judge Brenda Moody Whinery presides over the case.  

The Debtor is represented by Kasey C. Nye, Esq., at Waterfall
Economidis Caldwell Hanshaw & Villamana, P.C.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Nov. 14, 2017.  The Committee is represented
by Smith & Smith, PLLC.


FIRST QUALITY: S&P Alters Outlook to Negative & Affirms 'BB' CCR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on Great Neck, N.Y.–based
private-label disposable personal care products manufacturer First
Quality Enterprises Inc. to negative from stable and affirmed the
'BB' corporate credit rating.

S&P said, "At the same time, we affirmed our 'BBB-' issue-level
rating on the company's senior secured bank credit facilities with
a '1' recovery rating, reflecting our expectation for very high
(90%-100%; rounded estimate: 95%) recovery in the event of a
payment default. We also affirmed our 'BB-' issue-level rating on
the senior unsecured debt with a '5' recovery rating, reflecting
our expectation for modest (10%-30%; rounded estimate: 20%)
recovery in the event of a payment default."

Total debt outstanding as of March 31, 2018, was about $2.3
billion, including notes payable to related parties.

The negative outlook reflects First Quality's recent
underperformance and the potential for a lower rating over the next
12 months if the company does not improve its operating performance
and reduce debt to EBITDA to 4x or below. S&P said, "The company's
EBITDA in recent quarters was below our expectations mainly due to
high raw material, utilities, and freight costs, resulting in
leverage in the mid-4x area. While we expect these headwinds to
continue to slow the company's operating performance, we recognize
they will be partially offset by ongoing cost initiatives and a
price increase in the towel and tissue segment in second half of
2018. Therefore, we lowered our profit forecast and now expect
EBITDA to decline in the low-single-digit percentages in 2018. We
view the pending sale of the nonwovens businesses as a credit
positive as net proceeds will be used for debt repayment. However,
ongoing large dividends and investments to expand capacity will
continue to pressure DCF generation. Weak DCF means the company
depends on EBITDA growth to reduce cash flow leverage, which makes
credit metrics improvement reliant on continued stable and growing
operating performance. We could lower our ratings if the company
does not improve its operating performance sufficiently to reduce
leverage to 4x or below."

The negative outlook reflects the potential for a lower rating over
the next 12 months if First Quality does not improve its operating
performance and credit metrics.

Downside scenario

S&P said, "We could lower the ratings over the next 12 months if
the company cannot reduce debt to EBITDA leverage to 4x or lower by
improving operating performance. We believe this could occur if
First Quality cannot offset commodity headwinds with pricing and
cost initiatives, competition intensifies, or if it struggles to
find sufficient business to fill new capacity. We could also lower
our ratings if the company increases shareholder remuneration above
our base-case expectations, which results in elevated leverage."

Upside scenario

S&P said, "We could revise the outlook to stable if the company
successfully offsets commodity headwinds by pricing and ongoing
cost initiatives, and ramps up new capacity that supports
increasing EBITDA and cash flows, such that debt to EBITDA is
sustained at or below 4x. We would also expect the company to
manage its shareholder distributions in case operating cash flow
deteriorates to maintain this leverage."


FIRSTENERGY SOLUTIONS: $26M Sale of Two Aircrafts to FE Corp. OK'd
------------------------------------------------------------------
Judge Alan M. Koschik of the U.S. Bankruptcy Court for the Northern
District of Ohio authorized FirstEnergy Solutions Corp. ("FES") and
FE Aircraft Leasing Corp. ("FELC") to assume (i) the Aircraft
Purchase Agreement, dated as of March 30, 2018, by and among FES
and non-Debtor FirstEnergy Corp. in connection with the sale of a
2011 Cessna Citation 560XL for $5.6 million; and (ii) the Aircraft
Purchase Agreement, dated as of March 30, 2018, by and among FELC
and the Buyer, in connection with the sale of a 2010 Dassault
Aviation Falcon 900LX for $19.9 million.

A hearing on the Motion was held on for June 8, 2018 at 10:00 a.m.
(PET).  The objection deadline was June 1, 2018.

The sale is free and clear of all Liens and Claims.

The automatic stay under Bankruptcy Code section 362 is vacated and
modified to the extent necessary to implement the terms and
provisions of the APAs and the provisions of the Sale Order.

The Bankruptcy Rule 6004(h) will not apply to stay consummation of
the sale of the Aircraft to the Buyer under the APAs, as
contemplated in the Sale Motion and approved by the Sale Order, and
the Sellers and the Buyer are authorized to consummate the
transactions contemplated and approved herein immediately upon
entry of the Sale Order.

                   About FirstEnergy Solutions

Akron, Ohio-based FirstEnergy Solutions Corp. (FES) is a subsidiary
of FirstEnergy Corp (NYSE:FE).  FES --
http://www.firstenergycorp.com/-- provides energy-related products
and services to retail and wholesale customers; and owns and
operates 5,381 MWs of fossil generating capacity through its
FirstEnergy Generation subsidiaries.  FES also owns 4,048 MWs of
nuclear generating capacity through its FirstEnergy Nuclear
Generation subsidiary.  Nuclear generating plants are operated by
FirstEnergy Nuclear Operating Company (FENOC), which is a separate
subsidiary of FirstEnergy Corp.

On March 31, 2018, FirstEnergy Solutions and 6 affiliates,
including FENOC, each filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio
Lead Case No. 18-50757).  The cases are pending before the
Honorable Judge Alan M. Koschik and the Debtors have requested
that
their cases be jointly administered under Case No. 18-50757.

Parent company, First Energy Corp. and its other subsidiaries,
including its regulated subsidiaries, are not part of the filing
and will not be subject to the Chapter 11 process.  First Energy
Corp. listed $42.2 billion in total assets against $4.07 billion in
total current liabilities, $21.1 billion in long-term debt and
other long-term obligations and $13.1 billion in non-current
liabilities as of Dec. 31, 2017.

The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy
counsel; Brouse McDowell LPA as co-counsel; Lazard Freres & Co. as
investment banker; Alvarez & Marsal North America, LLC, as
restructuring advisor and Charles Moore as chief restructuring
officer; and Prime Clerk as claims and noticing agent.  The Debtors
also tapped Willkie Farr & Gallagher LLP, Hogan Lovells US LLP and
Quinn Emanuel Urquhart & Sullivan, LLP as special counsel.

The Official Committee of Unsecured Creditors formed in the case
tapped Milbank, Tweed, Hadley & McCloy LLP as counsel; Hahn Loeser
& Parks LLP as co-counsel; FTI Consulting, Inc., as financial
advisor; and PJT Partners LP as the committee's investment banker.


FLYING COW RANCH: Hires Wantman Group as Engineering Consultant
---------------------------------------------------------------
Flying Cow Ranch HC, LLC, seeks authority from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Wantman Group,
Inc., as engineering consultant to the Debtor.

Flying Cow Ranch requires Wantman Group to assist the Debtor in
securing the appropriate approvals for the land planning of the
property located at Wellington, Florida.

Wantman Group will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.

The Debtor owed Wantman Group the amount of $86,389.  Wantman Group
received the sum of $50,000 from the Debtor, leaving a prepetition
balance of $36,389.

David Wantman, president of Wantman Group, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.

Wantman Group can be reached at:

     David Wantman
     WANTMAN GROUP, INC.
     2035 Vista Parkway, Suite 100
     West Palm Beach, FL 33411-2716
     Tel: (561) 687-2220

                    About Flying Cow Ranch

Flying Cow Ranch HC, LLC is a privately-held company in Jupiter,
Florida. It is a small business debtor as defined in 11 U.S.C.
Section 101(51D).

Flying Cow Ranch HC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-12681) on March 8,
2018.  At the time of the filing, the Debtor estimated assets of
$10 million to $50 million and liabilities of less than $500,000.
Judge Paul G. Hyman, Jr., presides over the case.  Rappaport
Osborne & Rappaport, PLLC is the Debtor's bankruptcy counsel.


FOCUS FINANCIAL: Moody's Puts B1 CFR on Review for Upgrade
----------------------------------------------------------
Moody's Investors Service has placed Focus Financial Partners,
LLC's B1 corporate family rating under review for upgrade after the
company announced that it intends to use the proceeds from its
pending IPO to pay off its existing 2nd lien term loan and pay down
a portion of its existing 1st lien term loan. The company also
expects to reprice its existing 1st lien term loan.

"The potential debt pay down from the IPO is expected to be
significant and will improve Focus' financial flexibility. This
could result in a one notch upgrade of Focus' Corporate Family
Rating to Ba3," commented Moody's Analyst Rokhaya Cisse.

In the same action, Moody's affirmed the company's Ba3 first lien
credit facility rating. The affirmation of the Ba3 senior secured
first lien credit facility reflects the payoff of the second lien
term loan and the removal of the loss absorbing cushion, and
therefore the ratings uplift, it provided to the first lien debt.

The following ratings were placed on review for upgrade:

Focus Financial Partners, LLC

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

The following ratings were affirmed:

Senior Secured First Lien Revolving Credit Facility at Ba3

Senior Secured First Lien Term Loan at Ba3

RATINGS RATIONALE

The review for upgrade of Focus' CFR reflects the potential
positive impact of the recently announced initial public offering
on the company's financial profile. Focus' B1 CFR reflect its rapid
rise, primarily driven by debt-financed acquisitions, as a leading
consolidator of independent wealth managers. If the IPO is
successful and Focus uses the proceeds to reduce debt as it has
indicated leverage would be reduced significantly.

A successful IPO would also benefit the company's acquisitive
model. Focus uses a combination of cash and equity to purchase
wealth management firms and having a public currency to fund deals
would open the company up to new deals and target firms that it
previously did not have.

Moody's will review the company at the completion of the IPO.
Moody's would expect to resolve the review in a positive direction
if Focus is able to execute a successful IPO consistent with the
terms outlined in its S-1 filing. Conversely, an unsuccessful IPO
would likely conclude the review at the company's current rating
level.

Prior to placing the ratings on review, Moody's stated that upward
pressure could be exerted on the ratings if Focus reduced leverage
such that debt-to-EBITDA (as calculated by Moody's) was sustained
below 5.0x and/or the company gained access to public markets,
diversifying its funding sources. Conversely, factors that would
lead to a downgrade include debt-to-EBITDA sustained above 6.0x
and/or a deterioration in wealth management fee rates.

Focus is an investor in independent fiduciary wealth management
firms that was founded in 2004. The company has over 50 wealth
management partner firms which in aggregate have earned revenues of
approximately $660 million in 2017. Focus employs over 2,700 wealth
management focused principals and employees and its partner firms
are primarily located in the US but also include partner firms in
Australia, Canada and the UK.



FTTE LLC: Given Until July 6 to File Plan of Reorganization
-----------------------------------------------------------
The Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the
Middle District of Florida, at the behest of FTTE, LLC, has
extended the exclusivity period during which the Debtor will have
the exclusive right to file a Plan of Reorganization and Disclosure
Statement to and including July 6, 2018.

The Troubled Company Reporter has previously reported that the
Debtor filed a Second Motion for Exclusivity Extension in order to
have the time to participate in mediation with two adversary
Defendants that are also major creditors in the instant case. Those
Adversary Defendants and their respective cases are: (a) FTTE
Finance, LLC, Case No. 9:18-ap-0218-FMD; and (b) First CZ Real
Estate, LLC, Case 9:18-ap-0219-FM. The Debtor said that the
treatment of those claims will significantly impact the terms of
the Debtor's Plan of Reorganization and Disclosure Statement.

                       About FTTE, LLC

FTTE, LLC, is a limited liability company based in Punta Gorda,
Florida.

FTTE filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
18-00841) on Feb. 2, 2018, estimating $50,000 in total assets and
$1 million to $10 million in total liabilities.  The petition was
signed by Terry J. Cooke, manager of Taurus Adventure Mgt LLC, as
manager of the Debtor.  Richard Johnston, Jr., of Johnston Law,
PLLC, is the Debtor's counsel.


GALMOR'S/G&G: Seeks to Hire Tarbox Law as Counsel
-------------------------------------------------
Galmor's/G&G Steam Service, Inc., seeks authority from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Tarbox Law, P.C., as counsel to the Debtor.

Galmor's/G&G requires Tarbox Law to:

   a. prepare all motions, notices, orders and legal papers
      necessary to comply with the requisites of the U.S.
      Bankruptcy Code and Bankruptcy Rules;

   b. counsel with the Debtor regarding preparation of operating
      reports, motions for use of cash collateral, and
      development of a Chapter 11 Plan of Reorganization;

   c. advise the Debtor concerning arising in the conduct of the
      administration of the estate and concerning the Trustee's
      rights and remedies with regard to the estate's assets and
      the claims of secured, preferred and unsecured creditors
      and other parties in interest; and

   d. assist the Debtor with any and all sales of assets,
      closings of such sales, and distributions to creditors.

Tarbox Law will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Max R. Tarbox, partner of Tarbox Law, P.C., assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.

Tarbox Law can be reached at:

     Max R. Tarbox, Esq.
     TARBOX LAW, P.C.
     2301 Broadway
     Lubbock, TX 79401
     Tel: (806) 686-4448
     Fax: (806) 368-9785

               About Galmor's/G&G Steam Service

Galmor's/G&G Steam Service, Inc., based in Shamrock, TX, filed a
Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-20210) on June
19, 2018.  The Hon. Robert L. Jones presides over the case.  In the
petition signed by Michael Stephen Galmor, president, the Debtor
estimated $1 million to $10 million in both assets and liabilities.
Max R. Tarbox, Esq., at Tarbox Law, P.C., serves as bankruptcy
counsel.


GEOKINETICS INC: SAExploration Enters Into Asset Purchase Agreement
-------------------------------------------------------------------
SAExploration Holdings, Inc. on June 27, 2018, disclosed that its
wholly owned subsidiary SAExploration, Inc., has entered into an
asset purchase agreement that will be used as a "Stalking Horse"
bid to acquire certain assets of Geokinetics, Inc. ("GEOK") and
certain of its subsidiaries, debtors and debtors-in-possession
(collectively, "Sellers") in a transaction to be effected in GEOK's
Chapter 11 bankruptcy proceeding which commenced June 25, 2018.

Jeff Hastings, Chairman and CEO of SAE, commented, "We are excited
for the opportunity to acquire these complementary assets, which
will allow us to continue to provide, and in many instances
enhance, our seismic data acquisition and logistical support
services.  Following the comprehensive realignment of our entire
capital structure earlier this year, we believe this transaction
could accelerate our recovery and further position us for long-term
growth and sustainable success.  Upon an improvement in exploration
activity, we expect most of these assets to offer the ability to
capture meaningful cost synergies by reducing or eliminating our
need to rent equipment.  Most importantly, this transaction should
enable us to create relationships with new customers in new markets
and further expand relationships with many of our existing
customers.  Additionally, we look forward to the opportunity to
welcome certain of the existing employees of GEOK to our team."

The assets the Company has offered to acquire include equipment and
machinery, seismic processing software and equipment, and certain
contracts with large exploration and production companies. The
acquisition is subject to the customary auction procedures provided
for under the Bankruptcy Code, including the receipt of requisite
court orders.  There is no assurance that SAE will be the
successful bidder at any auction conducted by the Sellers.  For
additional information on the asset purchase agreement, please
refer to SAE's Current Report on Form 8-K to be filed on or around
June 29, 2018.  Pending the development of the transaction, SAE
intends to host an investors conference call at a later date to
discuss the transaction and provide a more comprehensive update.

The Company engaged Ducera Partners LLC as its financial advisor
and Akin Gump Strauss Hauer & Feld LLP as its legal advisor in
connection with the transaction.

                About SAExploration Holdings, Inc.

SAE -- http://www.saexploration.com-- is an
internationally-focused oilfield services company offering a full
range of vertically-integrated seismic data acquisition and
logistical support services in remote and complex environments
throughout Alaska, Canada, South America, Southeast Asia and West
Africa.  In addition to the acquisition of 2D, 3D, time-lapse 4D
and multi-component seismic data on land, in transition zones and
offshore in depths reaching 3,000 meters, SAE offers a full suite
of logistical support and in-field data processing services, such
as program design, planning and permitting, camp services and
infrastructure, surveying, drilling, environmental assessment and
reclamation and community relations.  SAE operates crews around the
world, performing major projects for its blue-chip customer base,
which includes major integrated oil companies, national oil
companies and large independent oil and gas exploration companies.
Operations are supported through a multi-national presence in
Houston, Alaska, Canada, Peru, Colombia, Bolivia, Brazil and New
Zealand.


GIBRALTAR INDUSTRIES: Moody's Hikes CFR to Ba3, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service upgraded Gibraltar Industries, Inc.'s
Corporate Family Rating (CFR) to Ba3 from B1, Probability of
Default Rating (PDR) to Ba3-PD from B1-PD, rating on its $210
million senior subordinated notes due 2021 to B1 from B2, and the
company's speculative grade liquidity rating to SGL-1 from SGL-2.
The rating outlook is stable.

The ratings upgrade reflects the company's sustained strong
operating performance, including margin improvement achieved over
recent years though operating initiatives, new market introductions
and divestitures; conservative financial policies and maintenance
of low debt leverage of around 2.0x Moody's-adjusted debt to
EBITDA; and a track record of solid free cash flow generation.
Additionally, the rating action reflects Moody's view that
supportive trends will persist across the majority of Gibraltar's
end markets driving revenue and earnings growth over the next 12 to
18 months.

Moody's notes however, that Gibraltar's acquisition strategy may
include a mixture of smaller "bolt-on" purchases and more sizeable
acquisitions, and may result in financial leverage increases. The
current strength in the company's credit metrics and its cash flows
would allow for a modest increase in leverage, followed by a focus
on rapid deleveraging following any transaction. Moody's expects
the company to maintain a disciplined approach to balance sheet
strength and liquidity, accompanied by successful execution of
business integration.

The following rating actions were taken:

Corporate Family Rating, upgraded to Ba3 from B1

Probability of Default Rating, upgraded to Ba3-PD from B1-PD

Speculative Grade Liquidity Rating, upgraded to SGL-1 from SGL-2

$210 million gtd senior subordinated notes due 2021, upgraded to B1
(LGD5) from B2 (LGD5)

Rating outlook is stable.

RATINGS RATIONALE

Gibraltar's Ba3 Corporate Family Rating is supported by: 1) the
company's conservative financial policies and low debt leverage of
approximately 2.0x Moody's-adjusted debt to EBITDA; 2) a track
record of operating margin improvement towards 11% EBITA margin and
strong credit metrics, including EBITA to interest coverage of 7.0x
as of March 31, 2018; 2) consistent positive free cash flow
generation; 3) product and end market diversification, which
provides growth opportunities; 4) projected growth in the company's
residential construction and repair and remodeling end markets,
which will buoy demand for its products. On the other hand, the
company's rating is constrained by: 1) growth through acquisitions
strategy, which could raise debt leverage and present integration
and execution risks; 2) the cyclicality of the company's
residential and non-residential end markets; 3) volatility and
uncertainties related to the demand and pricing dynamics of the
solar energy product; 4) exposure to variability in raw material
costs.

Gibraltar's SGL-1 speculative grade liquidity rating indicates a
very good liquidity profile, supported by the company's $200
million cash balance as of March 31, 2018, Moody's expectation of
consistent generation of positive free cash flow and maintenance of
ample availability under its $300 million revolving credit facility
due 2020, and good cushion under financial covenants.

The stable outlook reflects Moody's expectations that the company
will maintain disciplined balance sheet management and solid credit
metrics through periods of growth through acquisitions, will
generate positive free cash flow, and grow organically as a result
of positive trends in the majority of its end markets.

The ratings could be upgraded if the company demonstrates solid
organic growth across all of its end markets accompanied by margin
sustainability, expands its revenue scale, commits to conservative
financial policies where through a period of acquisitions debt to
EBITDA below 3.0x and EBITA to interest coverage above 5.0x are
sustained.

The ratings could be downgraded if the company's end markets weaken
and result in revenue declines and operating margin weakening, if
leverage were to exceed 4.0x and EBITA to interest coverage were to
decline below 3.0x, or if free cash flow deteriorated.

The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.

Headquartered in Buffalo, NY, Gibraltar Industries, Inc. is a
manufacturer and distributor of building products for industrial,
transportation infrastructure, residential housing, renewable
energy and resource conservation markets. Products include roof and
foundation ventilation products, postal and parcel storage
products, rain dispersion products, expanded and perforated metal,
expansion joints and structural bearings for roadways and bridges.
With the acquisition of RBI in 2015, Gibraltar has broadened its
product offering to include the design, manufacture and
installation of solar racking and greenhouses. In the LTM period
ending March 31, 2018, the company generated approximately $1
billion in revenue.


GIBSON BRANDS: Files Debt-for-Equity Reorganization Plan
--------------------------------------------------------
Gibson Brands, Inc.; Cakewalk, Inc.; Consolidated Musical
Instruments, LLC; Gibson Café & Gallery, LLC; Gibson International
Sales LLC; Gibson Pro Audio Corp.; Neat Audio Acquisition Corp.;
Gibson Innovations USA, Inc.; Gibson Holdings, Inc.; Baldwin Piano,
Inc.; Wurlitzer Corp.; and Gibson Europe B.V., filed with the U.S.
Bankruptcy Court for the District of Delaware a joint disclosure
statement and plan of reorganization.

The Debtors have outstanding secured debt in the principal amount
of over $518 million, consisting of $375 million of principal
amount of Prepetition Secured Notes (plus accrued and unpaid
prepetition interest of $8,227,865.00) and, following the
satisfaction of the Prepetition ABL/Term Loan Secured Claims
through exercise of the Purchase Option or the ABL Refinancing,
will have $135 million to $139 million of principal amount of
outstanding DIP Financing (depending on whether the ABL
Refinancing
Increment is borrowed under the DIP Facility).

Under the Plan, the treatment of Class 4 Domestic Term Loan Claims
depends on whether the Prepetition ABL/Term Loan Agreement is
refinanced prior to the Effective Date. Accordingly, to the extent
the refinancing has not occurred prior to the date votes on the
Plan are solicited, Holders of Class 4 Domestic Term Loan Claims
will receive ballots and be entitled to vote on the Plan. To the
extent the Purchase Option or the ABL Refinancing is implemented
prior to the Confirmation Date to repay the remaining obligations
due under the Prepetition ABL/Term Loan Agreement, Allowed Class 4
Domestic Term Loan Claims shall be paid in full and Unimpaired
under the Plan and any votes cast by Holders of such Claims shall
not be counted and Class 4 shall instead be deemed to accept the
Plan.

The Plan contemplates that Gibson and certain of its Subsidiaries
will continue to operate as Reorganized Debtors while the Excluded
Debtor Subsidiaries and Excluded Non-Debtor Subsidiaries, whose
businesses are dormant or have been sold, will be wound down and
Gibson's equity interests in such Subsidiaries will be cancelled.
The Reorganized Debtors will be governed by a New Board, and
management will have in place Management Employment and Consulting
Agreements and the Management Incentive Plan.

Recovery of general unsecured claims and convenience claims are
unknown under the recently filed Plan.

Holders of approximately 99% in outstanding principal amount of the
Allowed Prepetition Secured Notes Claims have already agreed,
subject to the terms and conditions of the Restructuring Support
Agreement, to vote in favor of the Plan.

Under the Plan, each Holder of Allowed Prepetition Secured Notes
Claims will receive its Pro Rata share of 100% of New Common Stock
in Reorganized Gibson, subject to dilution by New Common Stock
issued (if any): (i) upon exercise of the New Warrants contemplated
by the Plan and Management Employment and Consulting Agreements,
(ii) in accordance with the terms of the Management Incentive Plan,
and (iii) in satisfaction of any DIP Facility Claims (including
those DIP Lenders receiving certain fees to which they are entitled
under the DIP Facility in the form of New Common Stock in
Reorganized Gibson).

A full-text copy of the Disclosure Statement dated June 20, 2018 is
available at:

         http://bankrupt.com/misc/deb18-1102-0421.pdf

                     About Gibson Brands

Founded in 1894 and headquartered in Nashville, Tennessee, Gibson
Brands, Inc. -- http://www.gibson.com/-- and its subsidiaries
design and manufacture guitars and other fretted instruments.
Gibson's brands include the Les Paul, SG, Flying V, Explorer, J-45,
Hummingbird, and ES-335, among others.

Gibson Brands, Inc. and 11 affiliates commenced Chapter 11 cases
(Bankr. D. Del. Lead Case No. 18-11025) on May 1, 2018.  In its
petition, Gibson Brands estimated $100 million to $500 million in
assets and liabilities.  The petition was signed by Henry E.
Juszkiewicz, chief executive officer.

The Hon. Christopher S. Sontchi presides over the cases.  

The Debtors tapped Goodwin Procter LLP as their lead counsel;
Pepper Hamilton LLP as Delaware and conflicts counsel; Alvarez &
Marsal North America, LLC as restructuring advisor; Brian J. Fox,
managing director of Alvarez & Marsal North America LLC, as chief
restructuring officer; Jefferies LLC as investment banker; and
Prime Clerk LLC as claims and noticing agent.

Paul, Weiss, Rifkind, Wharton & Garrison LLP is providing legal
counsel, and PJT Partners is the financial advisor, to the ad hoc
group of unaffiliated noteholders that is supporting the Debtors'
restructuring.

The Office of the U.S. Trustee for Region 3 appointed an official
committee of unsecured creditors on May 9, 2018.  The Committee
tapped Lowenstein Sandler LLP as its legal counsel; and FTI
Consulting serves as financial advisor.


GIBSON BRANDS: Hires Dentons US as Coordinating Counsel
-------------------------------------------------------
Gibson Brands, Inc., and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Dentons US LLP, as special coordinating counsel to the Debtors.

Gibson Brands requires Dentons US to:

   a. represent the Debtors as local counsel in the People's
      Republic of China with respect to issues relating to the
      Debtor's subsidiaries in China, in connection with the
      Debtor's Chapter 11 proceedings;

   b. represent the Debtors as creditor in various countries,
      including France, Germany, Hong Kong, Italy, Malaysia, the
      Netherlands, Peru, Poland, Russia, Singapore, and Spain;
      and

   c. coordinate the use of qualified professionals known to the
      firm in various countries, including Argentina, Japan,
      Sweden, and Noway, in connection with the non-U.S.
      insolvency and liquidation proceedings for the Debtors'
      direct and indirect subsidiaries.

Dentons US will be paid at these hourly rates:

     Claude Montgomery, Partner                    $1,045
     Brian Cousin, Parner                          $1,075
     Alison Franklin, Senior Managing Associate      $605
     Lauren Macksoud, Managing Associate             $515
     Nina Khalatova, Paralegal                       $325
     Daniel Pina, Paralegal                          $370

Dentons US will also be reimbursed for reasonable out-of-pocket
expenses incurred.

In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:

   Question:  Did you agree to any variations from, or
              alternatives to, your standard or customary billing
              arrangements for this engagement?

   Response:  No.

   Question:  Do any of the professionals included in this
              engagement vary their rate based on the geographic
              location of the bankruptcy case?

   Response:  No.

   Question:  If you represented the client in the 12 months
              prepetition, disclose your billing rates and
              material financial terms for the prepetition
              engagement, including any adjustments during the 12
              months prepetition. If your billing rates and
              material financial terms have changed postpetition,
              explain the difference and the reasons for the
              difference.

   Response:  Not applicable.

   Question:  Has your client approved your prospective budget
              and staffing plan, and, if so for what budget
              period?

   Response:  In connection with the DIP Budget, the Debtors and
              their other professionals developed an initial top
              line budget. The Debtors and Dentons US expect to
              develop periodic supplemental budget and staffing
              plans to comply with the U.S. Trustee's requests
              for information and additional disclosures, and any
              orders of this Court for the post-petition period.
              In accordance with the U.S. Trustee Guidelines, and
              recognizing the unforeseeable fees and expenses
              that may arise in a large chapter 11 case, the
              Debtors may need to amend the budget as necessary
              to reflect changed circumstances or unanticipated
              developments.

Claude Montgomery, partner of Dentons US LLP, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Dentons US can be reached at:

     Claude Montgomery, Esq.
     DENTONS US LLP
     1221 Avenue of the Americas
     New York, NY 10020
     Tel: (212) 768-6700

                      About Gibson Brands

Founded in 1894 and headquartered in Nashville, Tennessee, Gibson
Brands, Inc. -- http://www.gibson.com/-- and its subsidiaries
design and manufacture guitars and other fretted instruments.
Gibson's brands include the Les Paul, SG, Flying V, Explorer, J-45,
Hummingbird, and ES-335, among others.

Gibson Brands, Inc. and 11 affiliates commenced Chapter 11 cases
(Bankr. D. Del. Lead Case No. 18-11025) on May 1, 2018.  In the
petition signed by CEO Henry E. Juszkiewicz, Gibson Brands
estimated $100 million to $500 million in assets and liabilities.


The Hon. Christopher S. Sontchi presides over the cases.

The Debtors tapped Goodwin Procter LLP as their lead counsel;
Pepper Hamilton LLP as Delaware and conflicts counsel; Dentons US
LLP, as special coordinating counsel; Alvarez & Marsal North
America, LLC as restructuring advisor; Brian J. Fox, managing
director of Alvarez & Marsal North America LLC, as chief
restructuring officer; Jefferies LLC as investment banker; and
Prime Clerk LLC as claims and noticing agent.

Paul, Weiss, Rifkind, Wharton & Garrison LLP is providing legal
counsel, and PJT Partners is the financial advisor, to the ad hoc
group of unaffiliated noteholders that is supporting the Debtors'
restructuring.

The Office of the U.S. Trustee for Region 3 appointed an official
committee of unsecured creditors on May 9, 2018. The Committee
tapped Lowenstein Sandler LLP as its legal counsel; and FTI
Consulting serves as financial advisor.


GIBSON BRANDS: To Focus on Ukes & Traditional Guitars, CEO Says
---------------------------------------------------------------
Gibson Brands Inc. CEO Henry Juszkiewicz told Reuters this week the
company plans to return to making traditional guitars after an
ill-fated attempt at computerizing them and possibly a foray into
ukuleles.

Stephen Nellis and Tracy Rucinski, writing for Reuters, report that
Juszkiewicz said he was examining ways Gibson could expand its
appeal beyond its pricey guitar models to entice younger players
and female players.  Juszkiewicz said the company plans on "getting
back to the basics" -- a reversal from a 2015 decision to fit
guitars with computerized tuning machines, a move that did not go
over well with some guitar players.  The company also is
considering capitalizing on an industry-wide boom in sales of
ukuleles.  Reuters notes that, while the company sells some
so-called ukes under its lower-priced Epiphone brand, Gibson has
not made one under its flagship brand since the 1930s, and
Juszkiewicz said Gibson would "absolutely" consider a return to
that business.

Juszkiewicz was interviewed by Reuters Wednesday at the National
Association of Music Merchants trade show in Nashville, Tennessee.

Reuters notes that, as part of Gibson's restructuring, Juszkiewicz,
who along with partners acquired the then-ailing guitar company in
the late 1980s, has a two-year consulting agreement with the
company's lenders and soon-to-be owners, which include KKR Credit
Advisors.  He said he did not know whether KKR had plans to name a
successor as Gibson's chairman and CEO.

                       About Gibson Brands

Founded in 1894 and headquartered in Nashville, Tennessee, Gibson
Brands, Inc. -- http://www.gibson.com/-- and its subsidiaries
design and manufacture guitars and other fretted instruments.
Gibson's brands include the Les Paul, SG, Flying V, Explorer, J-45,
Hummingbird, and ES-335, among others.

Gibson Brands, Inc. and 11 affiliates commenced Chapter 11 cases
(Bankr. D. Del. Lead Case No. 18-11025) on May 1, 2018.  In its
petition, Gibson Brands estimated $100 million to $500 million in
assets and liabilities.  The petition was signed by Henry E.
Juszkiewicz, chief executive officer.

The Hon. Christopher S. Sontchi presides over the cases.

The Debtors tapped Goodwin Procter LLP as their lead counsel;
Pepper Hamilton LLP as Delaware and conflicts counsel; Alvarez &
Marsal North America, LLC as restructuring advisor; Brian J. Fox,
managing director of Alvarez & Marsal North America LLC, as chief
restructuring officer; Jefferies LLC as investment banker; and
Prime Clerk LLC as claims and noticing agent.

Paul, Weiss, Rifkind, Wharton & Garrison LLP is providing legal
counsel, and PJT Partners is the financial advisor, to the ad hoc
group of unaffiliated noteholders that is supporting the Debtors'
restructuring.

The Office of the U.S. Trustee for Region 3 appointed an official
committee of unsecured creditors on May 9, 2018.  The Committee
tapped Lowenstein Sandler LLP as its legal counsel; and FTI
Consulting serves as financial advisor.

On June 20, 2018, the Debtors filed their Plan of Reorganization
and the Disclosure Statement related thereto.  The Bankruptcy Court
will hold a hearing to consider approval of the Disclosure
Statement on July 25, 2018 at 10:00 a.m. (EST).


GIRARD MANUFACTURING: Aug. 21 Disclosure Statement Hearing
----------------------------------------------------------
Judge Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for
the District of Puerto Rico issued an order and notice setting a
hearing on approval of the disclosure statement filed by Girard
Manufacturing Inc.

August 21, 2018, at 10:00 A.M., is fixed as the date of hearing on
approval of disclosure statement.

Under the plan, Class 3 secured creditor Banco Desarrollo will be
paid in full from the with the voluntary surrender of its direct
collateral, i.e. the account receivable from Municipio de San Juan
in the amount of $1,900,000.00 and the balance to be paid through a
payment plan of twenty (20) years at a 5% interest per annum. The
total estimated aggregate amount of claims is $2,180,108.09.

Class 4 secured creditor BPPR, will be paid in full through a
payment plan of twenty (20) years at a 5% interest per annum.  BPPR
will retain its lien until the payment in full of its claim.

Class 5 unsecured claims will be paid 4% of their claims in 60
monthly payments.

A full-text copy of the Disclosure Statement dated June 13, 2018,
is available at:

        http://bankrupt.com/misc/prb17-05975-83.pdf

               About Girard Manufacturing, Inc.

Girard Manufacturing Inc. provides office furniture in San Juan,
Puerto Rico. The Company offers desks chairs, modular systems,
bookshelves, filing systems, and accessories, as well as online
service and support.

Girard Manufacturing, Inc., based in San Juan, PR, filed a Chapter
11 petition (Bankr. D.P.R. Case No. 17-05975) on August 24, 2017.
Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, LLC, serves
as bankruptcy counsel.

In its petition, the Debtor estimated $2.36 million in assets and
$3.83 million in liabilities. The petition was signed by Jose A.
Casal Seibezzi, president.


GLENWOOD PROPERTY: Taps Vogel Bach as Legal Counsel
---------------------------------------------------
Glenwood Property Management Corp. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of New York to hire Vogel
Bach & Horn, LLP, as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; take actions to protect its bankruptcy estate;
give legal advice regarding debt restructuring, bankruptcy and
asset dispositions; and provide other services related to its
Chapter 11 case.

Vogel Bach will charge an hourly fee of $275.  Prior to the
petition date, the firm received a retainer of $2,750 from the
Debtor.

Eric Horn, Esq., a member of Vogel Bach, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Eric H. Horn, Esq.
     Vogel Bach & Horn, LLP
     30 Broad Street, 14th Floor
     New York, NY 10004
     Tel: 212-242-8350
     Fax: 646-607-2075
     Email: ehorn@vogelbachpc.com

             About Glenwood Property Management Corp.

Glenwood Property Management Corp. is a fee simple owner of a real
property located at 1822 Glenwood Rd, Brooklyn, New York.  The
property is a one unit rental property valued by the company at
$1.4 million.

Glenwood Property Management sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-42177) on April
19, 2018.  In the petition signed by Rose Solny, owner, the Debtor
disclosed $1.39 million in assets and $1.03 million in liabilities.


Judge Carla E. Craig presides over the case.


GLOBAL EAGLE: Moody's Assigns B3 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family rating
(CFR), B3-PD probability of default rating (PDR) and SGL-2
speculative grade liquidity (SGL) rating to Global Eagle
Entertainment, Inc. (Global Eagle). Moody's has also assigned a B1
(LGD3) rating to the company's existing senior secured first lien
credit facility that consists of an $85 million senior secured
revolver due 2022 and $500 million ($487.5 million outstanding as
of March 31, 2018) term loan due 2023. The outlook is stable.

Assignments:

Issuer: Global Eagle Entertainment, Inc.

Probability of Default Rating, Assigned to B3-PD

Speculative Grade Liquidity Rating, Assigned to SGL-2

Corporate Family Rating, Assigned to B3

Senior Secured Bank Credit Facilities, Assigned B1 (LGD3)

Outlook Actions:

Issuer: Global Eagle Entertainment, Inc.

Outlook, Stable

RATINGS RATIONALE

Global Eagle's B3 CFR reflects its diverse customer base,
contracted recurring revenue, solid market positions and strong
supplier relationships. Valuable network assets and patented
technologies further support Global Eagle's business model. These
strengths are offset by small scale, high leverage, historically
weak cash flow performance and auditor-identified and still
unremediated material weaknesses in financial reporting internal
controls.

Prior to its acquisition of Emerging Markets Communications (EMC)
in 2016, Global Eagle focused solely on the aviation market with
its dominant media content delivery platform and growing
satellite-based inflight connectivity services. The acquisition of
EMC added a multimedia platform that delivered communications
services to land-based and maritime customers globally and doubled
Global Eagle's size. While the combination represented a ten year
amalgamation between the two companies of about 23 different
acquired entities operating in 50-plus locations, under intense
auditor scrutiny these collective operations proved to lack
sufficient common reporting processes. No fraud was uncovered and
no restatement of financials was required, but many material
reporting weaknesses were identified. The acquisition's integration
was monumentally difficult, resulting in filing delays of audited
financials and the withdrawal of Moody's prior ratings of the
company as a consequence. Moody's expects these material weaknesses
to be fully remediated through process improvements, but likely
over several years.

The combined company still benefits from significant economies of
scale and an enhanced, diversified and global infrastructure that
delivers a broad product portfolio to niche mobile connectivity and
entertainment end markets. Global Eagle has recently gained
traction accelerating the growth of its inflight connectivity
services with the addition of new airline customers. Moody's views
this positive development as driven by renewed carrier confidence
in the company's financial filing compliance, as well as its
enhanced liquidity resulting from the recent issuance of privately
placed second lien notes. Global Eagle's deleveraging trajectory is
primarily dependent upon sizable aviation connectivity revenue
growth in 2019, especially given the relatively slower growing
nature of most of the company's other segments.

Global Eagle's SGL-2 short term liquidity rating reflects good
liquidity for the next 12 to 18 months due primarily to large cash
balances. Moody's forecasts negative free cash flow over the next
12 months, but cash balances are more than ample to address cash
flow shortfalls and mandatory term loan amortization. As of March
31, 2018, Global Eagle had $169 million in cash. During the current
second quarter of 2018, the company used some of these existing
cash balances to repay its $78 million outstanding revolver
balance. After the revolver paydown, Moody's expects the $85
million revolver will remain largely undrawn over the next 12 to 18
months.

The B1 (LGD3) rating of the senior secured 1st lien credit facility
reflects its senior position in the capital structure and the
benefit from guarantees by all current and future direct and
indirect domestic wholly owned material domestic restricted
subsidiaries on a senior secured basis. The $150 million senior
secured 2nd lien notes due 2023 (not rated) are junior relative to
the 1st lien creditor class. Global Eagle's $82.5 million
convertible senior unsecured notes due 2035 (not rated) represent
the junior-most debt in the capital structure and provide loss
absorption to the first and second lien debt.

The stable outlook is based on Moody's view that Global Eagle will
deliver solid revenue growth and expand margins, resulting in
Moody's adjusted leverage approaching 6.5x by year end 2019.

Upward rating pressure would ensue if Global Eagle generated
sustainable free cash flow and Moody's adjusted leverage was below
5.5x on a sustainable basis. Downward rating pressure could develop
if Moody's adjusted leverage is not on track to approach 6.5x by
year end 2019, liquidity becomes strained or if the company is
unable to migrate towards free cash flow generation and improve its
free cash flow profile over time.


GLOBAL HEALTHCARE: Incurs $212,200 Net Loss in First Quarter
------------------------------------------------------------
Global Healthcare REIT, Inc. has filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $212,234 on $812,065 of rental revenue for the three
months ended March 31, 2018 compared to a net loss of $583,971 on
$783,817 of rental revenue for the three months ended March 31,
2017.

As of March 31, 2018, Global Healthcare had $38.06 million in total
assets, $35.92 million in total liabilities and $2.13 million in
total equity.

Throughout its history, the Company has experienced shortages in
working capital and has relied, from time to time, upon sales of
debt and equity securities to meet cash demands generated by its
acquisition activities.  

At March 31, 2018, the Company had cash and cash equivalents of
$105,486 on hand.  The Company's liquidity is expected to increase
from potential equity and debt offerings and decrease as net
offering proceeds are expended in connection with the acquisition
of properties.  Its continuing short-term liquidity requirements
consisting primarily of operating expenses and debt service
requirements, excluding balloon payments at maturity, are expected
to be achieved from rental revenues received and existing cash on
hand.  The Company plans to renew senior debt that matures during
2018, as its projected cash flow from operations will be
insufficient to retire the debt.  The Company's restricted cash
approximated $809,000 as of March 31, 2018 which is to be expended
on debt service and capital expenditures associated with its
Southern Hills Retirement Center and Providence of Sparta Nursing
Home, respectively.

Cash provided by operating activities was $208,320 for the three
months ended March 31, 2018 compared to cash used in operating
activities of $101,839 for the three months ended March 31, 2017.
Cash flows from operations were impacted by the decrease in
expenses and accounts receivable, and increase in rental revenues
received during the first quarter of 2018.

Cash used in investing activities was $178,021 for the three month
period ended March 31, 2018 compared to cash used in investing
activities of $41,308 for the three month period ended March 31,
2017.

Cash used in financing activities was $87,086 and $41,512 for the
three months ended March 31, 2018 and 2017, respectively.  During
the first quarter of 2017, the Company issued $125,000 in debt and
made payments on debt of $159,012.  During the first quarter of
2018, it issued $52,862 in debt in cash and made cash payments on
debt of $132,448.

For the three months ended March 31, 2018, the Company incurred a
net loss, reported net cash provided by operations of $208,320 and
has an accumulated deficit of $9,260,276.  The Company said these
circumstances raise substantial doubt as to its ability to continue
as a going concern.  The Company's ability to continue as a going
concern is dependent upon the Company's ability to generate
sufficient revenues and cash flows to operate profitably and meet
contractual obligations, or raise additional capital through debt
financing or through sales of common stock.

A full-text copy of the Form 10-Q is available for free at:

                     https://is.gd/Me8UOi

                     About Global Healthcare

Global Healthcare REIT, Inc. acquires, develops, leases, manages
and disposes of healthcare real estate, and provide financing to
healthcare providers.  The Company's portfolio will be comprised of
investments in the following five healthcare segments: (i) senior
housing, (ii) life science, (iii) medical office, (iv)
post-acute/skilled nursing and (v) hospital.  Prior to the Company
changing its name to Global Healthcare REIT, Inc. on Sept. 30,
2013, the Company was known as Global Casinos, Inc.  

Global Healthcare incurred a net loss of $3 million for the year
ended Dec. 31, 2017, compared to a net loss of $1.29 million for
the year ended Dec. 31, 2016.

MaloneBailey, LLP's audit opinion included in the company's annual
report on Form 10-K for the year ended Dec. 31, 2017, contains a
going concern explanatory paragraph stating that the Company has
suffered recurring losses from operations and has a net capital
deficiency that raises substantial doubt about its ability to
continue as a going concern.


GMP CAPITAL: DBRS Confirms Pfd-4(high) Rating on Preferred Shares
-----------------------------------------------------------------
DBRS, Inc. confirmed the rating of GMP Capital Inc.'s Cumulative
Preferred Shares at Pfd-4 (high) with a Stable trend. The Company's
Support Assessment is SA3.

KEY RATING CONSIDERATIONS

In confirming the rating for GMP, DBRS considers the Company's
solid franchise in Canada with strong positioning amongst small- to
mid-cap investment banking clients while also acknowledging the
continued headwinds GMP faces, which are challenging revenue
generation and driving inconsistent profitability. Pressure on
earnings in recent years has negatively affected common equity,
though working capital remains solid. As continued losses reduce
the Company's loss-absorbing capital base, DBRS sees continued
increasing leverage as potentially adding pressure to the current
rating level.

RATING DRIVERS

If GMP maintains franchise momentum across its businesses, while
also demonstrating improving returns in both its Capital Markets
and Wealth Management businesses, there could be positive pressure
on its rating. Declining leverage would also contribute to positive
ratings pressure.

If the Company is unable to return to sustainable profitability,
particularly if capital levels continue to be eroded or if pressure
on cash flows increases, the rating would likely come under
pressure. Furthermore, any significant operational or reputational
issues would likely pressure the rating.

RATING RATIONALE

GMP's franchise is supported by its solid positioning in Canada,
where it provides capital markets and wealth management related
products and services to small- and mid-cap clients. Its Capital
Markets segment is focused on investment banking activities,
notably equity underwriting and advisory. The Company's Wealth
Management business operates through Richardson GMP, where GMP has
an approximate 32% ownership stake and focuses on high net worth
individuals.

While the Company has maintained solid positioning amongst capital
markets participants, there is increased competition for middle
market clients from the larger banks and some foreign competitors.
The number of transactions within the commodities sector remains at
historical lows, which is a core strength for GMP. The Company's
expansion into other sectors, including cannabis and block chain,
has contributed to revenues, but also brings along heightened
reputational risks. DBRS sees GMP as well positioned to leverage
its franchise and benefit from an improving operating environment,
while also recognizing the continued environmental headwinds.

GMP's earnings remain challenged given the current operating
environment. Revenues have demonstrated improving trends in recent
quarters, and GMP has taken steps to refocus its businesses and
reduce costs, which should contribute to bottom-line improvement.
DBRS recognizes the ebb and flow of the Capital Markets businesses
that drives earnings volatility, but continued losses indicate the
Company has still not diversified enough to sustain profitability
through challenging market cycles. Richardson GMP, as the largest
independent wealth management franchise in Canada, provides some
diversity, but has yet to contribute meaningfully to the Company's
earnings. DBRS notes that GMP has reported net losses in five of
the last nine quarters. Despite this, GMP is typically cash-flow
positive, supporting its ability invest in its businesses and
service debt payments.

Risk management processes are generally good, with systems and
processes in place that limit excessive risk taking. GMP is
regularly exposed to underwriting commitments and the risk is
managed under established guidelines and approval procedures that
limit the overall risk to the Company. GMP is exposed to market
risk through its principal trading activities that focus on holding
liquid securities and liability trading in names that it knows
well, with these positions actively supervised. Credit risk is
assumed through margin lending to clients of GMP or as an
introducing broker for Richardson GMP. Trading activities are
subject to limits and other risk parameters, while margin lending
is typically well-collateralized.

Given the nature of the business and a relatively liquid balance
sheet that includes cash and other liquid assets, liquidity is
good. As at Q1 2018, the Company had sufficient cash and liquid
assets available to meet any short-term liability needs. In
conjunction with its acquisition of FirstEnergy, GMP issued an
unsecured promissory note with current principal outstanding of $28
million, down from about $40 million at issuance in 2016, which has
a maximum term of five years. The note will be paid down via
profits from the GMP FirstEnergy business, which may limit the
earnings benefit of the acquisition over the term of the note. When
assessing the Company's fixed charge coverage ratio, GMP has not
generated sufficient EBITDA to cover its fixed charges over the
past three years. This metric improved in Q1 2018, and DBRS would
view sustained improvement positively.

Capitalization is acceptable but weakening, with a total
assets/total common equity ratio of 11.7 times (x), up from 10.9x
as at the end of 2017. Leverage is increasing with higher assets
and lower equity levels. With its issuance of the promissory note
related to the GMP FirstEnergy acquisition, the ratio of debt plus
preferred shares-to-capital is an elevated 44%. This ratio has been
trending upward since 2013, reflecting net losses that have reduced
equity capital levels. If this ratio continues to trend upward,
combined with increasing leverage, DBRS anticipates there could be
ratings pressure. Declining equity levels raise concerns regarding
the Company's ability to absorb losses if there were an unforeseen
stress event. DBRS notes that working capital of about $185 million
is good and capital levels remain well above regulatory net capital
requirements.


GPS HOSPITALITY: Moody's Assigns First-Time B3 CFR, Outlook Stable
------------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) and B3-PD Probability of Default Rating (PDR) to GPS
Hospitality Holding Company LLC ("GPS" or "GPS Hospitality").
Moody's additionally assigned a Ba3 rating to GPS's proposed $65
million senior secured first-out revolving credit facility and a B3
rating to the company's proposed $340 million first lien term loan.
The rating outlook is stable.

Proceeds from the proposed $340 million first lien term loan will
be used to refinance the company's existing debt and outstanding
preferred equity, and pay about $9 million in related fees and
expenses. The ratings are subject to the execution of the proposed
transaction and Moody's receipt and review of final documentation.

"GPS's B3 CFR considers the company's very high pro-forma leverage
near 8x as a result of the proposed refinancing transaction,
sizeable capex requirements, and the acquisitive nature of the
company," stated Adam McLaren, Moody's AVP-Analyst. The ratings
also recognize the relative strength of the Burger King brand and
GPS's position as a top 3 franchisee in the system, as well as the
expectation that credit metrics will improve from current levels
due to EBITDA growth.

Assignments:

Issuer: GPS Hospitality Holding Company LLC

Probability of Default Rating, Assigned B3-PD

Corporate Family Rating, Assigned B3

Senior Secured 1st Lien Term Loan, Assigned B3 (LGD4)

Senior Secured Revolving Credit Facility, Assigned Ba3 (LGD1)

Outlook Actions:

Issuer: GPS Hospitality Holding Company LLC

Outlook, Assigned Stable

RATINGS RATIONALE

GPS's B3 Corporate Family Rating reflects the company's high
leverage and modest interest coverage as well as single brand
concentration with Burger King. The rating further considers the
company's high level of capital expenditures for its new unit
growth and remodel initiatives that will consume the company's cash
flow, geographic concentration, with Louisiana, Georgia, and
Michigan comprising nearly 70% of total restaurant count, and
acquisitive nature. The rating is supported by GPS's top 3 position
as a franchisee in the Burger King system in terms of units, the
brand's strong position among its peers, well balanced day-part
division, and adequate liquidity. In addition, Moody's expects
credit metric improvement in the intermediate term driven by new
unit growth and restaurant remodels, and further progress with the
integration of its 2016 material acquisition of 196 units in the
gulf region of the US.

The stable outlook reflects Moody's view that debt protection
metrics will gradually improve as recently acquired locations
improve, developed locations come online and existing units are
remodeled. The stable outlook also reflects that GPS will continue
to have adequate liquidity.

Factors that could result in an upgrade include debt to EBITDA
under 5.5 times and EBIT coverage of interest expense of over 1.75
times, on a sustained basis. An upgrade would also require good
liquidity.

A downgrade could occur if debt to EBITDA does not drop below 7
time by year-end 2019. A deterioration in liquidity could also
result in a downgrade.

The principal methodology used in these ratings was Restaurant
Industry published in January 2018.

GPS Hospitality Holding Company LLC, headquartered in Atlanta,
Georgia, owns and operates 382 Burger Kings and 19 Popeyes
franchised restaurants across 11 states in the United States. GPS
Hospitality is majority owned by Tom Garrett, the company's founder
and CEO. Revenue was approximately $560 million for the last twelve
month period ended April 1, 2018.


GPS HOSPITALITY: S&P Assigns B- Corp. Credit Rating, Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings assigned its 'B-' corporate credit rating to
Atlanta-based Burger King and Popeyes franchisee GPS Hospitality
Holding Co. LLC. The outlook is stable.

S&P said, "At the same time, we assigned our 'B+' issue-level
rating and '1' recovery rating to GPS's proposed super priority $65
million revolving credit facility maturing 2023. The '1' recovery
rating indicates our expectation for very high (90%-100%; rounded
estimate: 95%) recovery in the event of a payment default.
Additionally, we assigned our 'B-' issue-level rating and '3'
recovery rating to GPS's proposed $340 million first-lien term loan
maturing 2025. The '3' recovery rating indicates our expectation
for meaningful (50%-70%; rounded estimate: 55%) recovery in the
event of a payment default."

The ratings on GPS reflects its position as a comparatively small
player in the intensely competitive quick-service restaurant (QSR)
segment, limited restaurant concept and geographic diversity
(regionally concentrated in the Southern Gulf region, Michigan, and
Mid-Atlantic). It also reflects the company's planned shift from an
acquisitive to an organic growth strategy, exposure to fluctuations
in commodity prices and labor costs, and S&P's expectations for
aggressive leverage following the close of the proposed
transaction. These factors are partly offset by the company's
consistent track record of positive same-store sales and successful
acquisitions.

S&P said, "The stable outlook reflects our expectation for modest
EBITDA base expansion through low- to mid-single-digit same-store
sales growth and net unit growth and modest free operating cash
flow generation in the coming year.It also reflects the company's
track record of executing and integrating acquisition turnarounds,
which has positioned it as a stronger operator within the Burger
King base in our view.

"We could lower the rating if operating performance is meaningfully
below our expectations, driven by declining same-store sales or
margin contraction because of increased competition that leads to
falling customer traffic and elevated commodity prices or labor
costs. Under this scenario, liquidity would become constrained,
ultimately pressuring the company's ability to service its debt
obligations and leading us to believe that the company's capital
structure as potentially unsustainable.

"We could raise the rating if the company broadens its operation
scale and grows profitability meaningfully through continued
successful store development and organic growth, while improving
leverage to below 6.0x on a sustained basis. This would occur if
sales growth was more than 5% and EBITDA margin grew 200 basis
points ahead of our expectations from strong continued unit
productivity improvements. Under this scenario, we would also have
to believe the company is unlikely to re-lever above 6.0x supported
by a less aggressive financial policy, with GPS generating
sustained positive free operating cash flow."


GRANITE ACQUISITION: S&P Affirms 'B+' CCR, Outlook Stable
---------------------------------------------------------
S&P Global Ratings affirmed its 'B+' corporate credit rating on
Granite Acquisition Inc. The outlook is stable.

S&P said, "We also affirmed our 'B+' issue-level rating on Granite
Acquisition's $1.25 billion first-lien term B loan due 2021, $145
million revolving credit facility due 2019, and $180 million
first-lien term C loan due 2021. The recovery rating on this debt
is '3', indicating expectation for meaningful (50%-70%; rounded
estimate: 50%) recovery of principal if a payment default occurs.

"We also affirmed our issue-level rating on Granite's $260 million
second-lien term loan due 2022 at 'B-'. The recovery rating on this
debt remains '6', indicating expectations for negligible (0%-10%
rounded estimate: 0%) recovery in a default.

"The affirmation reflects the company's continued success in
retaining disposal customers, and our forward-looking view that the
company's U.K.-based operations will grow to contribute nearly
one-third of total EBITDA over the next few years as new facilities
come online.

"The stable outlook on Granite reflects our expectation that the
business will continue to maintain high asset availability, manage
its numerous contracts well, renegotiate favorable terms on some
existing contracts, and keep financial performance from weakening
materially from our forecast over the next 18 months. We expect
consolidated Debt/EBITDA to be heightened above 6x for the next two
years until the three U.K. projects come online, at which point we
expect leverage to decrease over time to around 5x. Furthermore, we
expect Granite to continue to manage its hedging program well, have
stable operating margins, and continue improvements with metal its
recovery systems.

"Factors that could lead to a downgrade would likely involve poor
operational performance, further declines in metals and power
prices such that debt to EBITDA is above 6.5x or FFO to debt is
below 10% on a sustained basis. We could also consider a downgrade
if the company experiences major delays or cost overruns in the
U.K. projects such that distributions are delayed or materially
lower, or if Granite weakens relative to peers such that a positive
comparable ratings analysis is no longer applicable.

"We could consider an upgrade if operating results continue to be
solid, successful renegotiations of contracts materially improves
EBITDA above our expectations, financial performance improves
significantly, or if the competitive position of the company
improves materially relative to peers. This would also likely
involve debt/EBITDA improving to below 5x on a sustained basis and
FFO/debt above 15%."



GRAY TELEVISION: Moody's Puts B1 CFR Under Review for Downgrade
---------------------------------------------------------------
Moody's Investors Service, has placed the ratings for Gray
Television, Inc. under review for downgrade, including Gray's B1
corporate family rating (CFR), B1-PD probability of default rating,
Ba1 senior secured revolving credit facility, Ba2 senior secured
first lien term loan, and B2 senior unsecured notes. The Outlook
was placed under review, from Stable.

This action follows Gray's announcement that it will acquire Raycom
Media (unrated) for an enterprise value of $3.647 billion
(including $100 million cash). The acquisition excludes certain
parts of Raycom's business including Community Newspaper Holdings,
Inc. (CNHI) and PureCars which will be spun off or sold. The
purchase price represents a multiple of approximately 7.8x Raycom's
blended average 2017/2018 operating cash flow, as adjusted for
expected synergies and tax benefits (and excluding CNHI and
PureCars). The transaction has been approved by the Board of
Directors of both companies and the requisite majority of Raycom's
shareholders (no shareholder vote is required by Gray
shareholders).

The acquisition will be financed with a mix of cash and equity,
specifically $2.85 billion cash (including up to $2.525 billion in
committed debt financing), $650 million in new series of preferred
stock (8% cash coupon, 8.5% PIK at the election of Gray, perpetual
and callable), and approximately $147 million of Gray common stock
(based on 11.5 million shares). Gray shareholders will retain 89
percent of the economic ownership of the combined company at close.
Raycom's President and CEO will become Gray's President and
Co-Chief Executive Officer, and Hilton Howell will become the
Executive Chairman and Co-Chief Executive Officer.

The closing, scheduled by year-end 2018, is subject to customary
conditions including regulatory approval by both the Federal
Communications Commission and the Division of Justice. However,
Gray plans to voluntary, and immediately, divest all stations in
overlapping markets (representing less than 4% of the pro forma
combined company's operating cash flow) and is not seeking any FCC
waivers significantly reducing regulatory risk. Even without the
divestitures, the combined company will be significantly below the
39% regulatory national ownership cap.

Moody's review for downgrade will include, but not be limited to,
an analysis of Raycom's financial information and operating trends,
the pro forma combined credit profile and key credit metrics,
closing leverage and the plan and pace to delever, the final
capital structure and potential effect on security level ratings,
the combined liquidity profile, and management's financial policies
and capital allocation priorities.

On Review for Downgrade:

Issuer: Gray Television, Inc.

Probability of Default Rating, Placed on Review for Downgrade,
currently B1-PD

Corporate Family Rating, Placed on Review for Downgrade, currently
B1

Gtd Senior Secured Revolving Credit Facility, Placed on Review for
Downgrade, currently Ba1 (LGD1)

Gtd Senior Secured 1st Lien Term Loan, Placed on Review for
Downgrade, currently Ba2 (LGD2)

Gtd Global Notes, Placed on Review for Downgrade, currently B2
(LGD4)

Outlook Actions:

Issuer: Gray Television, Inc.

Outlook, Changed To Rating Under Review From Stable

RATINGS RATIONALE

Moody's recognizes that the transaction will increase the scale of
the company, making it the third largest TV broadcast group in the
US (incorporating pending acquisitions), behind Sinclair Broadcast
Group, Inc. (Ba3 stable, Pro forma with Tribune) and Nexstar
Broadcasting, Inc.(B1 stable). Pro forma combined revenue
(approximately $2 billion 2016/2017) and EBITDA ($782 million
2016/2017) will be nearly double Gray's standalone size, and US TV
household reach will rise to about 24%, from 10% (17% with the UHF
discount) with the addition of Raycom's 61 TV stations in 44
markets (16% coverage). In total, Gray will have 142 TV stations in
92 markets (before planned divestitures of 9 station in market
overlaps) with 165 big-four affiliates (ABC, NBC, CBS, and Fox). In
addition, they will have 100 affiliates of CW, MyNetwork, and MeTV.
Moody's anticipates management will achieve up to $80 million in
cost synergies which could lift EBITDA margins by a few hundred
basis points, to near 40% on a reported basis. These savings,
coupled with the value of acquired tax benefits, will drive cash
flow higher to mid to high $300 million (annual average). Moody's
also believes management's plan to fund the acquisition with up to
20% equity is helpful in keeping post-closing leverage from rising
higher than it is already. Management expects net debt leverage of
approximately 5x at closing.

Despite the benefits of the transaction, based on management's
planned financing mix, Moody's believes the pro forma capital
structure is likely to be significantly more weighted with secured
debt such that the existing ratings on the term loans and unsecured
notes are likely to come under pressure, falling by at least 1
notch. Moody's also expects the company's leverage ratio (Moody's
adjusted debt/ 2 year average EBITDA) to remain high for the rating
category. As of the last twelve months ended March 31, 2018, the
ratio was approximately 6.2x, well above the current tolerance of
5x. Moody's will re-evaluate the tolerance level given the
transformation of the company.

Beyond capital structure and leverage, Moody's doesn't believe the
combination with Raycom changes the pro forma company's exposure to
the risk of disruption in the media industry. While Gray has fared
better than many of its peers in managing through these challenges,
supported by its #1 or #2 market position in all of its markets,
the acquisition of Raycom will lower this metric to 92%, with
Raycom having #1 or #2 rated stations in 75% of its markets. As a
result, Moody's doesn't know if Raycom's business, or the combined,
will be as durable. Additionally, while retransmission fees have
been a growing source of revenue and stability, Moody's notes
Gray's pro forma retransmission fee base as a percent of revenue
will fall slightly, and significantly lag all of its larger peers.


The principal methodology used in these ratings was Media Industry
published in June 2017.

Gray Television, Inc., headquartered in Atlanta, GA, is a
television broadcast company that owns and operates more than 100
television stations across 57 midsized markets covering roughly 10%
of US households. Gray has more than 200 program streams, including
more than 100 big 4 broadcast network affiliates. The company
operates the #1 or #2 ranked stations in all of its markets. Gray
is publicly traded and its shares are widely held with the family
and affiliates of the late J. Mack Robinson collectively owning
approximately 11% of combined classes of common stock. The dual
class equity structure provides these affiliated entities with
roughly 40% of voting control. Revenue as of LTM March 31, 2018 was
$906 million.

Raycom Media an employee-owned company, is one of the nation's
largest privately-owned local media companies and owns/or provides
services for 65 television stations and 2 radio stations in 44
markets located in 20 states, covering 16% of the U.S. television
households. The company is headquartered in Montgomery, Alabama.


GRAY TELEVISION: S&P Puts 'B+' CCR on CreditWatch Positive
----------------------------------------------------------
S&P Global Ratings placed its 'B+' corporate credit rating, on
Atlanta-based Gray Television Inc. on CreditWatch with positive
implications.

S&P said, "At the same time, we placed all of our issue-level
ratings on the company's debt on CreditWatch with positive
implications, including our 'BB+' issue-level rating on the
company's $100 million priority revolving credit facility, our 'BB'
issue-level rating on the company's first-lien term loan and 'B+'
issue-level ratings on the company's $525 million senior unsecured
notes due 2024 and $700 million senior unsecured notes due 2026.

"The '1+' recovery rating on the priority revolver is unchanged,
indicating our expectation for full recovery of principal (100%) in
the event of a payment default. The '1' recovery rating on the
company's term loan is unchanged, indicating our expectation for
very high recovery of principal (90%-100%; rounded estimate: 95%)
in the event of a payment default." The '4' recovery rating on
Gray's senior unsecured notes is unchanged, indicating our
expectation for average recovery of principal (30%-50%; rounded
estimate: 35%) in the event of a payment default.

The CreditWatch placement follows the company's announced merger
with Raycom Media Inc. in a largely debt-financed transaction. We
expect the transaction to close in the fourth quarter of 2018.
Gray's scale, operating leverage, and diversity will improve
following the transaction. Both revenue and U.S. TV household reach
will both more than double prior to divestitures, which would place
Gray as one of the largest television broadcasters in the country.
The company has proposed divesting stations in nine overlapping
markets representing about 4% of operating cash flow to ease the
path for regulatory approval.

The CreditWatch placement reflects the improved scale, operating
leverage, and diversity of the combined company. S&P sad, "We
expect to resolve the CreditWatch placement after the transaction
closes, which we believe will be in the fourth quarter of 2018. We
could raise the ratings on the company one notch to 'BB-', if we
believe that Gray will be able to quickly reduce leverage below
5.5x following the close of the transaction. Conversely, we could
affirm the 'B+' rating on the company if we expect that leverage
will remain elevated."


GRIMM BROTHERS: Taps George Korkus as Realtor
---------------------------------------------
Grimm Brothers Realty Co. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to hire a realtor.

The Debtor proposes to employ George Korkus Jr. in connection with
the sale of its property located at 857 Cherry Street, Norristown,
Pennsylvania.  He will be paid a commission of 6% at the time of
closing.

Mr. Korkus neither represents nor holds any interest adverse to the
Debtor and its estate or creditors, according to court filings.

                  About Grimm Brothers Realty Co.

Grimm Brothers Realty Co. is a privately-held company in
Norristown, Pennsylvania, and is a wholesale building materials
supplier.

Grimm Brothers sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Pa. Case No. 17-13697) on May 26, 2017.  In the
petition signed by Gary Grimm, officer, the Debtor estimated assets
of $1 million to $10 million and liabilities of less than $1
million.  Judge Magdeline D. Coleman presides over the case.  The
Debtor employed Joshua L. Thomas & Associates as its legal counsel;
and Jensen Bagnato, P.C. as co-counsel.


GULF COAST MEDICAL: Hires Holmes Fraser as Litigation Counsel
-------------------------------------------------------------
Gulf Coast Medical Park, LLC, seeks authority from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Holmes Fraser, P.A., as special litigation counsel to the Debtor.

Gulf Coast Medical requires Holmes Fraser to:

   -- represent the Debtor in the anticipated claims
      reconciliation process that will be taking place with Lohor
      LP, including evidentiary hearings, re-hearings,
      reconsiderations, and appeals, if any; and

   -- represent in all matters pertaining to the constructive
      trust that was created prior to the Petition Date in the
      State Action.

Holmes Fraser will be paid at the hourly rate of $250.

Holmes Fraser will also be reimbursed for reasonable out-of-pocket
expenses incurred.

David P. Fraser, partner of Holmes Fraser, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.

Holmes Fraser can be reached at:

     David P. Fraser, Esq.
     HOLMES FRASER, P.A.
     711 Fifth Avenue South, Suite 200
     Naples, FL 34102
     Tel: (239) 228-7280
     Fax: (239) 790-5766

                  About Gulf Coast Medical Park

Gulf Coast Medical Park LLC, based in Punta Gorda, FL, filed a
Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-02446) on March
28, 2018. In the petition signed by Magnus Karlstedt, managing
member, the Debtor estimated $1 million to $10 million in assets
and $10 million to $50 million in liabilities.  The Hon. Caryl E.
Delano presides over the case.  Michael R. Dal Lago, Esq., at Dal
Lago Law, serves as bankruptcy counsel to the Debtor.  Holmes
Fraser, P.A., is the special litigation counsel.


GULLS PROPERTY: Disclosure Statement Hearing Set for July 31
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey is set to
hold a hearing on July 31, at 10:00 a.m., to consider approval of
the disclosure statement, which explains the Chapter 11 plan for
Gulls Property, Inc.

The hearing will take place at Courtroom 3D.  Objections must be
filed no later than 14 days prior to the hearing.

                      About Gulls Property

Gulls Property, Inc., a company based in Hoboken, New Jersey,
listed its business as single asset real estate (as defined in 11
U.S.C. Section 101(51B)).

Gulls Property sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.N.J. Case No. 18-15034) on March 15, 2018.  In the
petition signed by Nirav B. Patel, president, the Debtor estimated
assets and liabilities of $1 million to $10 million.  

Judge John K. Sherwood presides over the case.  The Debtor hired
Broege, Neumann, Fischer & Shaver, LLC as its legal counsel.


GUY AMERICA: Taps McKinley Onua as Legal Counsel
------------------------------------------------
Guy America Development Enterprises Corp. seeks approval from the
U.S. Bankruptcy Court for the Eastern District of New York to hire
McKinley Onua & Associates, PLLC as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors; prepare a plan of
reorganization; and provide other legal services related to its
Chapter 11 case.

Nnenna Onua, Esq., a senior counsel of McKinley who will be
handling the case, charges an hourly fee of $400.  It is
anticipated that certain services will be provided by associates at
the firm who charge an hourly fee of $250.  Paralegals charge $100
per hour.

Ms. Onua disclosed in a court filing that the firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Nnenna Okike Onua, Esq.
     McKinley Onua & Associates, PLLC
     26 Court Street, Suite 300  
     Brooklyn, NY 11242
     Tel: (718) 522-0236
     Fax: (718) 701-8309
     Email: nonua@mckinleyonua.com

                 About Guy America Development

Based in Brooklyn, New York, Guy America Development Enterprises
Corp. filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y.
Case No. 17-43984) on July 31, 2017.  In the petition signed by
Vishnu Bandhu, president, the Debtor estimated assets at $1 million
to $10 million and estimated liabilities at $1 million to $10
million.  The Debtor is represented by Nnenna Okike Onua, Esq., of
McKinley Onua & Associates, PPLC.


H. BURKHART AND ASSOCIATES: Hires Burford & Henry as Broker
-----------------------------------------------------------
H. Burkhart and Associates, Inc., seeks authority from the U.S.
Bankruptcy Court for the Western District of Pennsylvania to employ
Burford & Henry Real Estate, as real estate broker to the Debtor.

H. Burkhart and Associates requires Burford & Henry to sell the
Debtor's real estate located at Lot 2 Eden Lane, Know, PA 16232,
FKA 147 Heeter Road.

Burford & Henry will be paid a commission of 5% of the gross
selling price, or $2,000, whichever is greater.

William L. Henry, partner of Burford & Henry Real Estate, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Burford & Henry can be reached at:

     William L. Henry
     BURFORD & HENRY REAL ESTATE
     10189 RT 322
     Shippenville, PA 16254
     Tel: (814) 227-7355
     Fax: (814) 227-2450
     E-mail: bill@burfordandhenry.com

               About H. Burkhart and Associates

H. Burkhart and Associates, Inc., sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-10750) on
Aug. 3, 2016.  In the petition signed by Henry F. Burkhart, III,
owner, the Debtor estimated assets and liabilities of less than
$500,000.  Brian C. Thompson, Esq., at Thompson Law Group, P.C.,
serves as counsel to the Debtor.


H.R.P. II: Hires Fox Rothschild as General Bankruptcy Counsel
-------------------------------------------------------------
H.R.P. II, LLC, seeks authority from the U.S. Bankruptcy Court for
the Northern District of Indiana to employ Fox Rothschild LLP, as
general bankruptcy counsel to the Debtor, replacing Shaw Fishman
Glantz & Towbin LLC.

On June 11, 2018, the attorneys and staff of Sham Fishman merged
with Fox Rothschild.

H.R.P. II requires Fox Rothschild to:

   (a) give the Debtor legal advice with respect to its rights,
       powers and duties as debtor in possession in connection
       with administration of the estate, operation of its
       business and management of its property;

   (b) assist the Debtor in the formulation and confirmation of a
       chapter 11 plan and disclosure statement;

   (c) defend any motion to dismiss the Case or motions for
       relief from stay;

   (d) prepare applications, motions, complaints, orders and
       other legal documents as may be necessary in connection
       with the appropriate administration of the Case;

   (e) represent the Debtor with respect to inquiries and
       negotiations concerning creditors and property of the
       Debtor's estate;

   (f) take such actions as may be necessary with respect to
       claims asserted against the Debtor and property of the
       Debtor's estate;

   (g) participate on behalf of the Debtor in all proceedings
       before this Court or any other court of competent
       jurisdiction, as necessary and appropriate; and

   (h) perform any and all other legal services on behalf of the
       Debtor that may be required to aid in the proper
       administration of Debtor's estate.

Fox Rothschild will be paid at these hourly rates:

     Members              $400 to $475
     Associates           $290 to $380
     Paralegals           $150 to $250

Fox Rothschild will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Gordon E. Gouveia, a partner at Fox Rothschild, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.

Fox Rothschild can be reached at:

     Gordon E. Gouveia II, Esq.
     FOX ROTHSCHILD LLP
     321 North Clark Street, Suite 800
     Chicago, IL 60654
     Tel: (312) 541-0151
     Fax: (312) 980-3888
     E-mail: ggouveia@foxrothschild.com

                      About H.R.P. II, LLC

H.R.P. II LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ind. Case No. 17-21695) on June 15, 2017.  At the
time of the filing, the Debtor estimated assets of less than $1
million and liabilities of less than $500,000.  Judge James R.
Ahler presides over the case.  The Debtor hired Fox Rothschild LLP,
as general bankruptcy counsel, replacing Shaw Fishman Glantz &
Towbin LLC.


HAIMARK LINE: Estate Sues Voyager Owner
---------------------------------------
The representative of the Haimark Line, Ltd. bankruptcy estate has
commenced an adversary proceeding against Voyager Owner, LLC.  The
case is captioned, JEFFREY A. WEINMAN, duly-authorized
representative of the Haimark Line, Ltd. bankruptcy estate,
Plaintiff v. VOYAGER OWNER, LLC, Defendant, Adv. Proc. No.
17-01460-JGR (D. Colo.).

Accordingly, Voyager Owner is required to file a motion or answer
to the complaint within 30 days after the date of issuance of this
summons.  The United States and its offices and agencies will file
a motion or answer to the complaint within 35 days.

Weinman is represented by:

     Michael T. Gilbert
     730 17th Street, Suite 240
     Denver, CO 80202

                        About Haimark Line

Haimark Line Ltd. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 15-22180) in Denver on
Oct. 30, 2015.  The petition was signed by Marcus Leskovar,
managing partner.  The Debtor was represented by Brownstein Hyatt
Farber Schreck, LLP. The Debtor estimated both assets and
liabilities in the range of $1 million to $10 million.

On Dec. 20, 2016, the Debtor filed a Chapter 11 plan of
liquidation, which proposes to pay general unsecured creditors 40%
to 60% of the total amount of their claims allowed by the Court.
In October 2017, the Hon. Joseph G. Rosania, Jr., of the U.S.
Bankruptcy Court for the District of Colorado confirmed Haimark
Line, Ltd.'s Chapter 11 plan of liquidation.

As reported by the Troubled Company Reporter on March 21, 2017, the
Debtor filed with the Court a second amended disclosure statement
dated March 8, 2017, for the Debtor's first amended Chapter 11 plan
of liquidation, which states that holders of the impaired Class 3
General Unsecured Claims recover 25% to 40%.  Each holder of an
Allowed Class 3 Claim will receive, in full and final satisfaction
of allowed claim, and subject to Section 5.03(b) below, its pro
rata share of cash held by the Estate after (i) payment on account
of claims specified in Article III of the Plan, (ii) payment on
account of allowed claims in Class 1 and Class 2, and (iii)
satisfaction of and reservation for any remaining expenses of the
Estates, including any Professional Fees and Post Effective Date
Fees and Expenses.


HEARTLAND PROPERTIES: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
The Office of the U.S. Trustee on June 27 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Heartland Properties Community
Trust.

Heartland Properties is represented by:

     Clair R. Gerry, Esq.
     Laura L. Kulm Ask, Esq.
     Gerry & Kulm Ask, Prof. LLC
     P.O. Box 966
     Sioux Falls, SD 57101-0966
     Tel: (605) 336-6400
     Fax: 605-336-6842
     Email: gerry@sgsllc.com
     Email: ask@sgsllc.com

            About Heartland Properties Community Trust

Heartland Properties Community Trust is a business trust
headquartered in Sioux Falls, South Dakota.

Heartland Properties sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. S.D. Case No. 18-40269) on May 31, 2018.
In the petition signed by Caleb Walsh, trustee, the Debtor
disclosed that it had estimated assets of $1 million to $10 million
and liabilities of $1 million to $10 million.  

Judge Charles L. Nail, Jr. presides over the case.  The Debtor
hired Gerry & Kulm Ask, Prof. LLC as its legal counsel.


HELLER EHRMAN: Hires Bolling & Gawthrop as Special Counsel
----------------------------------------------------------
Michael Burkhart, the plan administrator for liquidating debtor
Heller Ehrman LLP, seeks authority from the U.S. Bankruptcy Court
for the Northern District of California to employ Bolling &
Gawthrop, as special counsel to the Plan Administrator of the
Liquidating Debtor.

In 2011, the Plan Administrator retained Bolling & Gawthrop to
defend the Liquidating Debtor against the claims advanced by
Paravue Corporation in bankruptcy court (Claim 1019 and Claim 1020)
and in the subsequent appeals from the bankruptcy court's orders.
In 2018, the summary judgment in the Debtor's favor as to Claim
1020 was affirmed on appeal and the summary judgment in the
Debtor's favor as to Claim 1019 was reversed and remanded to the
bankruptcy court for trial.

In the interim, Bolling & Gawthrop's principals, T.D. Bolling, Jr.,
and Marjorie E. Manning, who have handled the defense of the
Paravue claims since 2011, advised the Plan Administrator they
would be retiring from the practice of law and closing their office
during the summer of 2018.

Following that announcement, the Plan Administrator advised Bolling
& Gawthrop that in light of Mr. Bolling's and Ms. Manning's
retirement, he has entered into an engagement agreement with Long &
Levitt to undertake Heller's defense of the Paravue malpractice
claim, and has submitted a proposed order to the bankruptcy court
approving the substitution of counsel.

The Plan Administrator has requested Bolling & Gawthrop provide
consulting services to him and Long & Levitt during the period of
transition.

The consulting services includes Bolling & Gawthrop's participation
in meetings, telephone conferences and other forms of oral or
written communication between and among Bolling & Gawthrop, Long &
Levitt, the Plan Administrator, the Debtor's bankruptcy counsel,
and the Debtor's insurer, designed to bring new counsel up to speed
and provide information and insights and clarification with respect
to the particulars of the Debtor's defense to date and the events
that occurred prior to Long & Levitt's retention.

Bolling & Gawthrop will be paid at these hourly rates:

         Attorneys           $300
         Legal Assistants     $80

Bolling & Gawthrop will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Marjorie E. Manning, a partner at Bolling & Gawthrop, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Bolling & Gawthrop can be reached at:

     Marjorie E. Manning, Esq.
     BOLLING & GAWTHROP
     8880 Cal Center Drive, Suite 190
     Sacramento, CA 95826
     Tel: (916) 369-0777
     Fax: (916) 369-2698
     E-mail: mem@bwg-inc.com

                       About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP --
http://www.hewm.com/-- was an international law firm of more than
730 attorneys in 15 offices in the United States, Europe, and Asia.
Heller Ehrman filed a voluntary Chapter 11 petition (Bankr. N.D.
Cal., Case No. 08-32514) on Dec. 28, 2008.  Members of the firm's
dissolution committee led by Peter J. Benvenutti approved a plan
dated Sept. 26, 2008, to dissolve the firm.  

According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing.  In its bankruptcy
petition, the firm estimated assets and debt at $50 million to $100
million as of the Petition Date.  

The Hon. Dennis Montali presides over the case.  

Pachulski Stang Ziehl & Jones LLP assisted the Debtor in its
restructuring effort.  The Official Committee of Unsecured
Creditors is represented by Felderstein Fitzgerald Willoughby &
Pascuzzi LLP.  

On Aug. 13, 2010, the Court confirmed Heller's Joint Plan of
Liquidation.


HESS MANSFIELD: Trustee's $120K Sale of Audubon Property Approved
-----------------------------------------------------------------
Judge Andrew B. Altenburg, Jr., of the Bankruptcy Court for the
District Of New Jersey authorized Brian S. Thomas, Chapter 7
Trustee of Hess Mansfield Properties, LLC, to sell the real
property located at 47 North White Horse Pike, Audubon, New Jersey
to Drew Homon for $120,000.

A hearing on the Motion was held on June 5, 2018 at 10:00 a.m.

The sale is free and clear of all liens and other interests of any
and every kind whatsoever other than Permitted Encumbrances, and
any such liens and interests of which the Property is sold free and
clear will attach to the proceeds of the Sale Transaction.

In accordance with the consent of the 1st Colonial Community Bank
and the Debtor, on the Closing Date, the Trustee is authorized to
retain $30,000 from the sale proceeds pending a determination and
payment of chapter 7 administrative expenses in the case; any
portion of the $30,000 so withheld that is not used to pay chapter
7 administrative expenses will be turned over to the Debtor.  The
Court is not at this time approving any fees and expenses to the
Chapter 7 Trustee or his professionals.  Instead, the Chapter 7
Trustee and his professionals must file separate applications
and/or motions seeking the payment of their fees and expenses as
administrative expenses.  The Court's March 26, 2018 Order is
vacated.

The Trustee is authorized and directed to pay to 1st Colonial
Community Bank the net proceeds from the sale of Property after
payment of all amounts required to be paid at closing (including
but not limited to real estate taxes that are owed as of the
Closing date and the $30,000 Carve-out Payment).

The 14-day stay imposed by Bankruptcy Rule is waived.  The Order is
effective immediately.  Within 24 hours after conclusion of the
Closing on the sale of the Property, the Trustee's counsel will
file with the Court a Certification that the Closing is concluded.

Counsel for the Trustee:

          John P. Leon, Esq.
          Margaret A. Holland, Esq.
          SUBRANNI ZAUBER, LLC
          750 Route 73 South – Suite 307B
          Marlton, NJ 08053
          Telephone: (609) 347-7000
          Facsimile: (609) 345-4545

Hess Mansfield Properties, LLC, filed a voluntary petition for
relief under Chapter 7 of the Bankruptcy Code (Bankr. D.N.J. Case
No. 18-10450-ABA) on Jan. 8, 2018.  Brian S. Thomas was appointed
as trustee.



HG VENTURES: Seeks to Hire Calaiaro Valencik as Counsel
-------------------------------------------------------
HG Ventures, Inc., d/b/a Diamond Head Trucking, seeks authority
from the U.S. Bankruptcy Court for the Western District of
Pennsylvania to employ Calaiaro Valencik, as counsel to the
Debtor.

HG Ventures requires Calaiaro Valencik to:

   (a) prepare the bankruptcy petition and attendance at the
       first meeting of creditors;

   (b) represent the Debtor in relation to acceptance or
       rejection of executory contracts;

   (c) advise the Debtor with regard to its rights and
       obligations during the Chapter 11 reorganization;

   (d) advise the Debtor regarding possible preference actions;

   (e) represent the Debtor in relation to any motions to convert
       or dismiss the Chapter 11;

   (f) represent the Debtor in relation to any motion for relief
       from stay filed by creditors;

   (g) prepare the Plan of Reorganization and Disclosure
       Statement;

   (h) prepare of any objection to claims in the Chapter 11; and

   (i) otherwise, represent the Debtor in general.

Calaiaro Valencik will be paid at these hourly rates:

     Donald R. Calaiaro         $375
     Michael Kaminski           $350
     David Z. Valencik          $325
     Staff Attorney             $250
     Paralegal                  $100

The Debtor paid Calaiaro Valencik a retainer of $2,500 plus $1,717
which was used for the filing fee. The Debtor agreed to pay $2,500
a week into escrow as a budget for legal fees.

Donald R. Calaiaro, a partner at Calaiaro Valencik, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Calaiaro Valencik can be reached through:

     Donald R. Calaiaro, Esq.
     CALAIARO VALENCIK
     428 Forbes Avenue, Suite 900
     Pittsburgh, PA 15219-1621
     Tel: (412) 232-0930

                     About HG Ventures, Inc.
                   d/b/a Diamond Head Trucking

HG Ventures, Inc. d/b/a Diamond Head Trucking, based in
Finleyville, PA, filed a Chapter 11 petition (Bankr. W.D. Pa. Case
No. 18-22478) on June 19, 2018.  The Hon. Gregory L. Taddonio
presides over the case.  In the petition signed by Dave Golupski,
president, the Debtor estimated $0 to $50,000 in assets and $1
million to $10 million in liabilities.  Calaiaro Valencik, led by
name partner Donald R. Calaiaro, serves as bankruptcy counsel to
the Debtor.


HIGHGATE LTC: Plan Trustee Taps Leonard Harris as Accountant
------------------------------------------------------------
Kenneth Silverman, the Chapter 11 Successor Plan Trustee for
Highgate LTC Management LLC and Highgate Manor Group LLC, received
approval from the U.S. Bankruptcy Court for the Northern District
of New York to hire Leonard Harris, CPA as his accountant.

The firm will assist the plan trustee in the preparation of the
Debtors' quarterly operating reports, tax returns and other reports
required by taxing authorities, and will provide other accounting
services which the plan trustee deem necessary.

The firm will be compensated up to the sum of $25,000.  The hourly
rates for its professionals are:

     Leonard Harris, CPA                $350
     Senior Accountants          $185 - $225
     Semi-senior Accountants     $185 - $225
     Junior Accountants                 $135
     Paraprofessionals                   $95

Leonard Harris is "disinterested" as defined in section 101(14) of
the Bankruptcy Code, according to court filings.

The firm can be reached through:

     Leonard Harris
     Leonard Harris, CPA
     100 Merrick Road, Suite Ll-1w
     Rockville Centre, NY 11570
     Phone: (516) 594-4666

                About Highgate LTC Management LLC

Headquartered in Niskayuna, New York, Highgate LTC Management LLC
operates nursing homes. The company and its affiliate, Highgate
Manor Group, LLC, filed for Chapter 11 protection (Bankr. N.D.N.Y.
Lead Case No.07-11068) on April 16, 2007.

At the time of the filing, the Debtors listed assets of less than
$50,000 and debts of between $1 million and $100 million.

J. Ted Donovan, Esq., at Finkel Goldstein Rosenbloom & Nash, LLP,
represented the Debtors in their restructuring efforts.

The U.S. Trustee for Region 2 appointed an Official Committee of
Unsecured Creditors in the bankruptcy case.  Robert C. Yan, Esq.,
at Farrel Fritz P.C., represented the Committee.

The court appointed Mark I. Fishman, Esq., at Neubert, Pepe &
Monteith, P.C., as Chapter 11 Trustee following allegations that
the Debtors violated several health laws and falsified records.

On October 23, 2012, the court confirmed the Chapter 11 plan of
liquidation for the Debtors.  On June 28, 2013, a final decree was
entered, the cases were closed, and Mr. Fishman was discharged.

On May 24, 2017, the court approved the consent order reopening the
cases and appointing Kenneth P. Silverman as successor trustee.
The cases were reopened to allow the successor trustee to negotiate
an allocation of the $850 million settlement, which the state has
agreed to pay to former and current owners of nursing homes over
the course of five years.


HOOK LINE: Unsecured Creditors May be Paid in Full Under Exit Plan
------------------------------------------------------------------
General unsecured creditors of Hook Line & Sinker, Inc. may receive
full payment under the company's proposed plan to exit Chapter 11
protection.

Under the reorganization plan, general unsecured creditors who
assert non-insider claims of more than $5,000 are classified in
Class 1.  If the company's projections prove accurate and certain
large claims are not allowed, these creditors will receive a
distribution estimated at 100% of their allowed claims over five
years.

Meanwhile, unsecured creditors who assert claims of $5,000 or less
are classified in Class 2.  They will receive a single lump sum
payment of 50% of their allowed claims or $2,500, whichever is
less, which will be paid within 30 days of the effective date of
the plan.  

Payments and distributions under the plan will be funded from cash
on hand and ongoing revenue, according to Hook Line's disclosure
statement filed on June 21 with the U.S. Bankruptcy Court for the
District of Alaska.

A copy of the disclosure statement is available for free at:

         http://bankrupt.com/misc/akb17-00415-118.pdf

                  About Hook Line & Sinker Inc.

Hook Line & Sinker, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Alaska Case No. 17-00415).  Judge Gary
Spraker presides over the case.  David H. Bundy, Esq., is the
Debtor's bankruptcy counsel.


HORIZON GLOBAL: S&P Lowers CCR to 'CCC' on Weaker Credit Metrics
----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Horizon
Global Corp. to 'CCC' from 'B'. S&P is placing its corporate credit
rating and all issue-level ratings on CreditWatch developing.

S&P said, "At the same time, we reinstated our 'CCC+' issue-level
rating and '2' recovery rating on the company's $160 million
first-lien term loan. The '2' recovery rating indicates our
expectation of substantial (70% to 90%; rounded estimate: 70%)
recovery in the event of a payment default.

"We also lowered our issue-level rating on the company's
convertible notes to 'CCC-' from 'B-'. The recovery rating remains
'5', indicating our expectation of modest (10% to 30%; rounded
estimate: 15%) recovery in the event of a payment default.

"We also withdrew our rating on the company's $385 million proposed
term loan.

"The downgrade reflects our expectations that Horizon's weak
operating performance in the first quarter of 2018, which declined
meaningfully from first-quarter 2017 and was well below our
expectations. We believe this will be representative of 2018
year-end results, resulting in very aggressive debt to EBITDA at
13.6x at year-end 2018. We also forecast free cash flow, which was
negative in the first quarter, to remain negative in 2018.  The
company could face a liquidity crisis, violate its covenants, and
possibly consider a distressed exchange over the next 12 months.

"The CreditWatch developing placement indicates we will likely
raise or lower our ratings on the company in the next three to six
months based on its ability or inability to amend its covenants and
address liquidity concerns. If Horizon can amend its covenants,
address its operating issues, increase margins faster than we
expect, and start to generate positive free cash flow, this could
lead to an upgrade. On the other hand, we could lower our ratings
if Horizon cannot amend its covenants and address its liquidity
issues. Additionally, we could lower our ratings if we believe
there is an increased likelihood that Horizon will pursue a
distressed exchange of its debt, which could be a refinancing in
which lenders receive less than originally promised."



I-17 PROPERTIES: Taps Carmichael & Powell as Legal Counsel
----------------------------------------------------------
I-17 Properties NNY, LLC, seeks approval from the U.S. Bankruptcy
Court for the District of Arizona to hire Carmichael & Powell,
P.C., as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.

Donald Powell, Esq., the attorney who will be handling the case,
charges an hourly fee of $350.

Carmichael & Powell does not represent any interest adverse to the
Debtor or its estate, according to court filings.

The firm can be reached through:

     Donald W. Powell, Esq.
     Carmichael & Powell, P.C.
     6225 North 24th Street, Suite 125
     Phoenix, AZ 85016
     Tel: 602-861-0777
     Fax: 602-870-0296
     Email: d.powell@cplawfirm.com

                  About I-17 Properties NNY LLC

I-17 Properties NNY, LLC is the 100% owner of a real property
located at 10004 North 26th Drive, Phoenix, Arizona, valued by the
company at $1.80 million.  It filed as a single asset real estate
(as defined in 11 U.S.C. Section 101(51B)).  

I-17 Properties NNY sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 18-07133) on June 19,
2018.  In the petition signed by Gregory A. Weltsch, manager, the
Debtor disclosed $1.93 million in assets and $2.41 million in
liabilities.  

Judge Paul Sala presides over the case.


IHEARTMEDIA INC: Aug. 2 Disclosure Statement Hearing
----------------------------------------------------
A hearing to consider approval of the Disclosure Statement
explaining the Joint Chapter 11 Plan of Reorganization of
iHeartMedia, Inc. and its Debtor Affiliates will commence on August
2, 2018, at 9:00 a.m., prevailing Central Time, before the
Honorable Marvin Isgur, United States Bankruptcy Judge, United
States Bankruptcy Court for the Southern District of Texas.

Any objection or response of a party regarding the approval of the
Disclosure Statement must be filed with the Court on or before July
20, 2018, at 4:00 p.m., prevailing Central Time.

The Debtors on June 21, 2018, filed a revised Disclosure Statement.
Certain projected financial information of the Debtors is set
forth in Article V, Section C of the Revised Disclosure Statement.

The Debtors asked the Court to schedule a hearing to consider the
adequacy of the disclosure statement explaining the Plan, and to
approve solicitation and notice procedures wit respect to Plan
confirmation.

The Plan is supported by the Debtors and certain parties in
interest that have executed the Restructuring Support Agreement,
including Holders of approximately 82% of Term Loan Credit
Agreement Claims, Holders of approximately 70% of PGN Claims, and
Holders of approximately 73% of Unsecured Debt Claims, as well as
certain Holders of the Debtors' equity interests.

According to the Debtors, the proposed Plan achieves a
value-maximizing restructuring that comprehensively addresses their
funded debt obligations and positions their businesses for
continued growth and long-term success.  As a result of extensive
negotiations with groups representing their primary stakeholders,
the Debtors entered into the Restructuring Support Agreement on
March 16, 2018.  As a result, the transactions embodied by the Plan
enjoy the support of Holders of nearly $12 billion of outstanding
debt obligations across the Debtors' capital structure (including
outstanding indebtedness held by the Debtors and their Affiliates),
as well as the equity sponsors.  The Plan will reduce the Debtors'
funded debt by nearly two-thirds -- approximately $10.3 billion --
and will result in the separation of the iHeart business and the
Clear Channel Outdoor Holdings businesses through either a Tax-Free
Separation or a Taxable Separation.  The broad consensus embodied
in the RSA provides a sound foundation for the Debtors' Chapter 11
Cases to proceed in an efficient, cost-effective, and
value-maximizing manner.

The Plan mulls that:

     -- Reorganized iHeart will emerge from chapter 11 with New
Secured Debt of $5.75 billion that will be secured by substantially
all assets of Reorganized iHeart, as well as a new ABL facility
that will, among other things, provide working capital and fund
distributions under the Plan;

     -- Holders of Term Loan Credit Agreement Claims and PGN Claims
collectively will share in (i) $5.55 billion of the New Secured
Debt, (ii) all Excess Cash, (iii) 94 percent of the equity in
Reorganized iHeart; and (iv) 100% of the equity interests in CCOH
(as separated from iHeart) held by the Debtors and CC Finco, LLC
and Broader Media, LLC, which are non-Debtor affiliates of the
Debtors;

     -- Holders of Unsecured Debt Claims will receive their Pro
Rata share of (i) $200 million of the New Secured Debt and (ii) 5%
of the equity in Reorganized iHeart; and

     -- Holders of iHeart Interests will receive one percent of the
equity in Reorganized iHeart.

In seeking approval of the Disclosure Statement, the Debtors said
they are focused on continuing to engage with the official
committee of unsecured creditors, an ad hoc group of Holders of
Legacy Notes Claims, and all of the Debtors' other stakeholders
(including those that did not sign the Restructuring Support
Agreement). In addition, the Debtors will continue to endeavor to
develop alternatives to the Plan that provide even greater value
for their stakeholders, including by continuing to engage in
discussions with potentially interested third-party investors
around such an alternative transaction.

A copy of the Revised Disclosure Statement is available at:

          http://bankrupt.com/misc/txsb18-31274-0982.pdf

                  About iHeartMedia, Inc. and
                   iHeartCommunications, Inc.

iHeartMedia, Inc. (PINK:IHRT), the parent company of
iHeartCommunications, Inc., is a global media and entertainment
company.  Based in San Antonio, Texas, iHeartCommunications
specializes in radio, digital, outdoor, mobile, social, live
events, on-demand entertainment and information services for local
communities, and uses its unparalleled national reach to target
both nationally and locally on behalf of its advertising partners.
The Company operates 849 radio stations.  The Company's outdoor
business reaches over 34 countries across five continents.

To implement a balance sheet restructuring, iHeartMedia and 38 of
its subsidiaries, including iHeartCommunications, Inc., filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-31274) on March
14, 2018.  The cases are pending before the Honorable Marvin Isgur,
and the Debtors have requested joint administration of the cases.

Clear Channel Outdoor Holdings, Inc. and its subsidiaries did not
commence Chapter 11 proceedings.

As of Sept. 30, 2017, iHeartCommunications had $12.25 billion in
total assets, $23.93 billion in total liabilities, and a total
stockholders' deficit of $11.67 billion.

The Debtors hired Kirkland & Ellis LLP as legal counsel; Jackson
Walker L.L.P. as local bankruptcy counsel; Munger, Tolles & Olson
LLP as conflicts counsel; Moelis & Company and Perella Weinberg
Partners L.P as financial advisors; Alvarez & Marsal as
restructuring advisor; and Prime Clerk LLC as notice & claims
agent.

The 2021 Noteholder Group is represented by Gibson Dunn & Crutcher
LLP and Quinn Emanuel Urquhart & Sullivan, LLP as co-counsel; and
GLC Advisors & Co. as financial advisor.  The ad hoc group of Term
Loan Lenders is represented by Arnold & Porter Kaye Scholer LLP as
counsel; and Ducera Partners as financial advisor.  The Legacy
Noteholder Group is represented by White & Case LLP as counsel. The
Debtors' equity sponsors are represented by Weil, Gotshal & Manges
LLP as counsel.

The Office of the U.S. Trustee for Region 7 on March 21, 2018,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 cases of iHeartMedia, Inc.
and its affiliates.  The Committee tapped Akin Gump Strauss Hauer &
Feld LLP as its legal counsel, FTI Consulting, Inc., as its
financial advisor, and Jefferies LLC as its investment banker.


ILLINOIS STAR: Taps Vista Properties as Broker
----------------------------------------------
Illinois Star Centre, LLC, seeks approval from the U.S. Bankruptcy
Court for the Southern District of Illinois to hire a broker.

The Debtor proposes to employ Vista Properties and Investments to
assist in the marketing and sale of its real estate located at 3000
DeYoung, Marion, Illinois.  

The firm will get a commission of 6% of the gross sale or lease
amount for the property.  

Vista Properties is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code, according to court filings.

The firm can be reached through:

     Norma Nisbet
     Vista Properties and Investments
     5649 Hillcamp Ct.
     St. Louis, MO 63128
     Phone: 314-843-6048
     Fax: 314-842-4810
     Email: info@vistapropertiesandinvestments.com

                   About Illinois Star Centre

Illinois Star Centre LLC owns the Illinois Star Centre Mall located
at 3000 W. Deyoung Street, Marion.  The mall, which is valued at
$5.5 million, offers more than 50 stores and restaurants and serves
the Southern Illinois Community with events that showcase local
talent.

Illinois Star Centre sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ill. Case No. 17-30691) on May 4,
2017.  In the petition signed by Dennis D. Ballinger, Jr., its
managing member, the Debtor disclosed $5.6 million in assets and
zero liabilities.

The case is assigned to Judge Laura K. Grandy.

Carmody MacDonald, P.C., is the Debtor's bankruptcy counsel, and
Hoffman Slocomb LLC, is its special counsel.

No official committee of unsecured creditors has been appointed in
the case.


INDIANA HOTEL: Taps Plunkett Cooney as Appellate Counsel
--------------------------------------------------------
Indiana Hotel Equities, LLC, seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Michigan to hire
Plunkett Cooney, P.C. as its appellate counsel.

The firm will provide legal services to the Debtor in connection
with the appeal related to the case captioned Indiana Hotel
Equities, LLC v Indiana Airport Authority (Case
No.49D01–1707–PL – 027076) filed in the Marion County
Superior Court (Indiana).

The firm's hourly rates are:

     Robert Kamenec, Shareholder     $325
     Jeffrey Gerish, Shareholder     $325
     Associates                      $255
     Law Clerks/Paralegals           $100
     Filing Clerks                    $50

Plunkett Cooney received a retainer of $10,000 from the Debtor's
principal after the petition date, and it is contemplated that he
will fund the cost of litigation.

Robert Kamenec, Esq., a shareholder of Plunkett Cooney, disclosed
in a court filing that he and his firm are "disinterested" as
defined in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Robert G. Kamenec, Esq.
     Jeffrey C. Gerish, Esq.
     Plunkett Cooney P.C.
     38505 Woodward Ave., Suite 100
     Bloomfield Hills, MI 48304
     Phone: (248) 901-4068 / (248) 901-4031
     Fax: 248-901-4040
     Email: rkamenec@plunkettcooney.com
     Email: jgerish@plunkettcooney.com

                   About Indiana Hotel Equities

Indiana Hotel Equities, LLC, is a real estate company whose
principal assets are located at 2500 S. Highschool Road,
Indianapolis, Indiana.

Indiana Hotel Equities sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-45185) on April 10,
2018.  In the petition signed by Remo Polselli, principal, the
Debtor estimated assets of $1 million to $10 million and
liabilities of less than $500,000.  Judge Thomas J. Tucker presides
over the case.  The Debtor tapped Robert Bassel, Esq., as its legal
counsel.


INFINITY CUSTOM: $1.8M Sale of Winter Park Property to Dias Okayed
------------------------------------------------------------------
Judge Cynthia C. Jackson of the U.S. Bankruptcy Court for the
Middle District of Florida authorized Infinity Custom Homes, LLC's
sale of the parcel of real property located at 1761 Legion Drive,
Winter Park, Florida, Property Tax ID No. 31-21-30-3174-00-136, to
Daniel Dias for $1,795,000.

A hearing on the Motion was held on June 7, 2018.

The sale is free and clear of all liens, claims, and encumbrances,
with any liens on the Property to attach to the sale proceeds.

If the Sale to the Purchaser does not close as provided for in the
Sale Contract, the Debtor will retain such property subject to
further orders of the Court.

If the Sale closes to the Purchaser under the Sale Contract, from
the Proceeds, the Debtor is: (i) authorized to consummate the sale
of the Property to Purchaser free and clear of all liens, claims,
encumbrances and interests of any kind, with such liens, claims and
encumbrances to attach to the net proceeds thereof; (ii) authorized
to pay all undisputed liens, mortgages, and taxes; (iii) pay all
required fees and closing expenses in connection with closing; (iv)
pay at Closing all U.S. Trustee fees related to the disbursements
made pursuant to the Sale Contract; and (v)authorized to hold in a
DIP account the net proceeds from the sale of the Property pending
further order of the Court.

Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions
of the Order will be immediately effective and enforceable upon its
entry and there will be no stay of execution or effectiveness of
the Order.

The Debtor will file a HUD Settlement Statement with the Court
within 14 days of Closing.

                    About Infinity Custom Homes

Infinity Custom Homes, LLC, headquartered in Winter Park, Florida,
is engaged in activities related to real estate.  Its principal
assets are located at 1761 Legion Drive; 1550 Hibiscus Avenue; 1640
Oneco Avenue; and 130 W. Lake Sue Avenue.

Infinity Custom Homes, based in Winter Park, Florida, filed a
Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-00622) on Feb. 2,
2018.  In the petition signed by David P. Croft, manager, the
Debtor estimated $1 million to $10 million in both assets and
liabilities.  R. Scott Shuker, Esq., at Latham Shuker Eden &
Beaudine, LLP, serves as bankruptcy counsel to the Debtor.


INFINITY CUSTOM: $415K Sale of Winter Park Property to Austin OK'd
------------------------------------------------------------------
Judge Cynthia C. Jackson of the U.S. Bankruptcy Court for the
Middle District of Florida authorized Infinity Custom Homes, LLC's
sale of the real property located at 1640 Oneco Avenue, Winter
Park, Florida, Real Property ID No. 32-21-30-9418-02-050, and
improvements thereon, to Austin Homes JV, LLC for $415,000.

The sale is free and clear of all liens, claims, and encumbrances,
with any liens on the Property to attach to the sale proceeds.

If the Sale to the Purchaser does not close as provided for in the
Sale Contract, the Debtor will retain such property subject to
further orders of the Court.

If the Sale closes to the Purchaser under the Sale Contract, from
the Proceeds, the Debtor is: (i) authorized to consummate the sale
of the Property to Purchaser free and clear of all liens, claims,
encumbrances and interests of any kind, with such liens, claims and
encumbrances to attach to the net proceeds thereof; (ii) authorized
to pay all undisputed liens, mortgages, and taxes; (iii) pay all
required fees and closing expenses in connection with closing; (iv)
pay at Closing all U.S. Trustee fees related to the disbursements
made pursuant to the Sale Contract; and (v)authorized to hold in a
DIP account the net proceeds from the sale of the Property pending
further order of the Court.

Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions
of the Order will be immediately effective and enforceable upon its
entry and there will be no stay of execution or effectiveness of
the Order.

The Debtor will file a HUD Settlement Statement with the Court
within 14 days of Closing.

                  About Infinity Custom Homes

Infinity Custom Homes, LLC, headquartered in Winter Park, Florida,
is engaged in activities related to real estate.  Its principal
assets are located at 1761 Legion Drive; 1550 Hibiscus Avenue; 1640
Oneco Avenue; and 130 W. Lake Sue Avenue.

Infinity Custom Homes, LLC, based in Winter Park, Florida, filed a
Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-00622) on Feb. 2,
2018.  In the petition signed by David P. Croft, manager, the
Debtor estimated $1 million to $10 million in both assets and
liabilities.  R. Scott Shuker, Esq., at Latham Shuker Eden &
Beaudine, LLP, serves as bankruptcy counsel to the Debtor.


INFINITY CUSTOM: $750K Sale of Winter Park Property Approved
------------------------------------------------------------
Judge Cynthia C. Jackson of the U.S. Bankruptcy Court for the
Middle District of Florida authorized Infinity Custom Homes, LLC's
sale of a parcel of vacant land located at 130 W. Lake Sue, Winter
Park, Florida, Property Tax I.D. 18-22-30-2844-10-091, to Stanley
and Carla Stewart for $750,000.

A hearing on the Motion was held on June 7, 2018.

The sale is free and clear of all liens, claims, and encumbrances,
with any liens on the Property to attach to the sale proceeds.

If the Sale to the Purchasers does not close as provided for in the
Sale Contract, the Debtor will retain such property subject to
further orders of the Court.

If the Sale closes to the Purchasers under the Sale Contract, from
the Proceeds, the Debtor is: (i) authorized to consummate the sale
of the Property to the Purchasers free and clear of all liens,
claims, encumbrances and interests of any kind, with such liens,
claims and encumbrances to attach to the net proceeds thereof; (ii)
authorized to pay all undisputed liens, mortgages, and taxes; (iii)
pay all required fees and closing expenses in connection with
closing; (iv) pay at Closing all U.S. Trustee fees related to the
disbursements made pursuant to the Sale Contract; and (v)authorized
to hold in a DIP account the net proceeds from the sale of the
Property pending further order of the Court.

Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions
of the Order will be immediately effective and enforceable upon its
entry and there will be no stay of execution or effectiveness of
the Order.

The Debtor will file a HUD Settlement Statement with the Court
within 14 days of Closing.

                  About Infinity Custom Homes

Infinity Custom Homes, LLC, headquartered in Winter Park, Florida,
is engaged in activities related to real estate.  Its principal
assets are located at 1761 Legion Drive; 1550 Hibiscus Avenue; 1640
Oneco Avenue; and 130 W. Lake Sue Avenue.

Infinity Custom Homes, LLC, based in Winter Park, Florida, filed a
Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-00622) on Feb. 2,
2018.  In the petition signed by David P. Croft, manager, the
Debtor estimated $1 million to $10 million in both assets and
liabilities.  R. Scott Shuker, Esq., at Latham Shuker Eden &
Beaudine, LLP, serves as bankruptcy counsel to the Debtor.


INPIXON: Has 34.24 Million Outstanding Common Shares as of June 27
------------------------------------------------------------------
Inpixon has filed a current report on Form 8-K with the Securities
and Exchange Commission to provide an update on the capitalization
of the Company.  As of June 27, 2018, the Company has 34,245,967
shares of common stock, par value $0.001 per share, outstanding and
3,281.033290 shares of Series 4 Convertible Preferred Stock, par
value $0.001 per share outstanding which are convertible into an
aggregate of approximately 18,443,133 shares of Common Stock at the
Reset Conversion Price.  The increase in the total number of shares
of Common Stock outstanding results from the issuance of Common
Stock in connection with the conversion of Preferred Stock.

                         About Inpixon

Headquartered in Palo Alto, California, Inpixon is a technology
company that helps to secure, digitize and optimize any premises
with Indoor Positioning Analytics (IPA) for businesses and
governments in the connected world.  Inpixon Indoor Positioning
Analytics is based on radically new sensor technology that finds
all accessible cellular, Wi-Fi, Bluetooth and RFID signals
anonymously.  Paired with a high-performance, data analytics
platform, this technology delivers visibility, security and
business intelligence on any commercial or government premises
world-wide.  Inpixon's products, infrastructure solutions and
professional services group help customers take advantage of
mobile, big data, analytics and the Internet of Things (IoT).

Inpixon reported a net loss of $35.03 million on $45.13 million of
total revenues for the year ended Dec. 31, 2017, compared to a net
loss of $27.50 million on $53.16 million of total revenues for the
year ended Dec. 31, 2016.  As of March 31, 2018, Inpixon had $25.15
million in total assets, $26.26 million in total liabilities and a
total stockholders' deficit of $1.11 million.

Marcum LLP, in New York, the Company's auditor since 2012, issued a
"going concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2017, citing that the
Company has a significant working capital deficiency, has incurred
significant losses and needs to raise additional funds to meet its
obligations and sustain its operations.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


J+T LLC: Aug. 9 Evidentiary Hearing on Plan Outline
---------------------------------------------------
Bankruptcy Judge Cynthia C. Jackson conditionally approved J + T,
LLC dba Haagen Dazs/Nestle Tollhouse Cafe by Chip's disclosure
statement in connection with its proposed plan of reorganization.

An evidentiary hearing will be held on August 9, 2018, at 2:45 PM
in Courtroom 6D, 6th Floor, George C. Young Courthouse, 400 West
Washington Street, Orlando, FL 32801 to consider and rule on the
disclosure statement.

Creditors and other parties in interest must file with the clerk
their written acceptances or rejections of the plan (ballots) no
later than seven days before the date of the Confirmation Hearing.

Any party desiring to object to the disclosure statement or to
confirmation must file its objection no later than seven days
before the date of the Confirmation Hearing.

                         About J+T LLC

J+T, LLC, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. Fla. Case No. 17-07685) on Dec. 10, 2017.  At the time
of the filing, the Debtor estimated assets and liabilities of less
than $500,000.  Judge Cynthia C. Jackson presides over the case.
BransonLaw, PLLC is the Debtor's bankruptcy counsel.


JENESS UNIFORM: Taps Stewart & Company as Accountant
----------------------------------------------------
Jeness Uniform Centers, LLC, seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Virginia to hire
Stewart & Company, CPA, as its accountant.

The firm will provide these accounting services:

     Services                         Estimated Costs
     --------                         ---------------
     Prepare and file federal and     $1,200 - $1,400
     state tax returns for 2017

     Adjust the books to produce          $700 - $800
     accurate financial records
     through May 1, 2018

     Create a budget from petition        $700 - $800
     date through year-end and for
     the four years thereafter

     Oversee monthly accounting        $400 per month
     functions

Stewart & Company neither holds nor represents any interest adverse
to the Debtor or its estate, according to court filings.

The firm can be reached through:

     W. Kevin Stewart
     Stewart & Company, CPA
     613 N. Lynnhaven Rd
     Virginia Beach, VA, 23452
     Phone: (757) 486-0114
     Fax: (757) 486-0921
     Email: info@stewartaccounting.com

                 About Jeness Uniform Centers

Jeness Uniform Centers, LLC, filed a Chapter 11 petition (Bankr.
E.D. Va. Case No. 18-71557) on May 2, 2018.  At the time of the
filing, the Debtor estimated assets of less than $500,000 and
liabilities of less than $500,000.  Judge Frank J. Santoro presides
over the case.  The Debtor hired Roussos Glanzer & Barnhart,
P.L.C., as counsel.


JOHN MEAGLEY, JR: $680K Private Sale of DC Property to Reid Okayed
------------------------------------------------------------------
Judge Lori S. Simpson of the U.S. Bankruptcy Court for the District
of Maryland authorized John Rogers Meagley, Jr.'s private sale of
the real property located at 1217 Missouri Avenue, NW, Washington,
DC, together with all improvements thereon and fixtures attached
thereto, to Marcus Reid for $680,000.

That payment will be tendered to the Secured Creditor, the U.S.
Bank National Association, as Trustee for Bear Stearns Asset Backed
Securities I Trust 2006-AC2 Asset-Backed Certificates, Series
2006-AC2, in full, including all oustanding arrearages, fees and
costs, directly at the closing of the proposed sale pursuant to the
Secured Creditor's instructions.

John Rogers Meagley, Jr., sought Chapter 11 protection (Bankr. D.
Md. Case No. 18-15478) on April 24, 2018.  The Debtor tapped Steven
H. Greenfeld, Esq., at Cohen, Baldinger & Greenfeld, LLC, as
counsel.


JOURNAL-CHRONICLE: Unsecureds to Recoup 15% in 10 Annual Payments
-----------------------------------------------------------------
Journal-Chronicle Company, d/b/a J-C Press, filed a disclosure
statement to accompany its proposed plan of reorganization, dated
June 15, 2018, which proposes to pay general unsecured creditors a
pro rata share of $325,000 or approximately 15% of the total of all
unsecured claims, over time.

Payments will be made in 10 annual installments with the first
payment to be made within 30 days following the one year
anniversary of the Effective Date, and on the same date each year
thereafter.

The Debtor, after confirmation, will continue to manage its affairs
and assets and will disburse funds, serving as required as
disbursing agent. The Debtor will remain responsible for operating
the business, paying its expenses and making distributions to
creditors as set forth in the Plan. The Debtor will provide or pay
out of operating funds for all of the Debtor's administrative
expenses and business debts in the ordinary course of business.

The combination of building cash reserves during the case, the
reduction and restructuring of debt, the elimination of staff,
reduction or elimination of unnecessary equipment, downsizing
operations, and the other steps, all enhance the feasibility of the
Plan and its likelihood of success.

A full-text copy of the Disclosure Statement dated June 15, 2018 is
available at:

      http://bankrupt.com/misc/mnb17-33322-79.pdf

              About Journal-Chronicle Co.

Journal-Chronicle Company, a Minnesota corporation --
http://www.j-cpress.com/services-- provides offset, digital and
wide-format printing services. The Company also offers mailing,
fulfillment and marketing support to its clients. J-C Press works
with UPS, FedEx, USPS and a variety of other carriers to make sure
customers get the products on time.  The company ships to all 50
states and across the globe.

Journal-Chronicle Company, doing business as J-C Press, filed a
Chapter 11 petition (Bankr. D. Minn. Case No. 17-33322) on Oct. 23,
2017.  In the petition signed by Patrick J. McDermott, president,
the Debtor estimated assets and liabilities at $1 million to $10
million.

The case is assigned to Judge William J Fisher.

The Debtor is represented by Thomas Flynn, Esq., at Larkin Hoffman
Daly & Lindgren Ltd.


JUBEM INVESTMENTS: Amends Treatment of CPCDF's Secured Claim
------------------------------------------------------------
Jubem Investments, Inc. d/b/a Buffalo Wings & Rings submits a first
amended disclosure statement in support of its first amended plan
of reorganization.

The latest plan amends the treatment of Cache Private Capital
Diversified Fund, LLC's secured claim.

Cache Private Capital Diversified Fund, LLC will receive
post-petition attorney fees and interest of $11,260. All cash
collateral payments shall be deemed interest payments on the note.
Hence, the entire amount remaining owed to Cache for pre and
post-judgment interest, principal, attorney fees, and any other
fees related to the Cache loan documents is deemed to be
$2,600,000.

The Debtor will pay Cache interest-only payments at an 8% interest
rate on the Confirmation Balance for 24 months at which time all
principal and interest under the note will be due. During the plan,
interest will accrue at 12% interest. However, if Debtor pays Cache
the Confirmed Balance and all interest accrued pursuant to the
Confirmed balance within 12 months of the effective date, then the
interest in excess of 8% will be permanently waived. Otherwise,
upon maturity, all principal and interest at the 12% rate will be
due and payable.

Provided Debtor pays the entire Confirmed Balance and accrued
interest thereof (either 8% or 12% as applicable), all guarantors
of the underlying Class 2 mortgage will be released from the
mortgage and deed of trust. If, however, the Debtor fails to fully
pay the Confirmed Balance and all accrued interest pursuant to the
Confirmed Balance, then Cache may pursue all principal, accrued
interest, and attorney fees under the original mortgage and deed of
trust pursuant to any principal guarantees.

A full-text copy of the First Amended Disclosure Statement is
available at:

     http://bankrupt.com/misc/txsb17-70299-101.pdf

A full-text copy of the First Amended Plan is available at:

     http://bankrupt.com/misc/txsb17-70299-100-1.pdf

               About Jubem Investments

Jubem Investments, Inc., d/b/a Buffalo Wings & Rings, is a
privately held company in San Juan, Texas.  Its principal place of
business is located at 3600 E. Las Malpas Road Hidalgo, Texas.
Jubem Investments filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Tex. Case No. 17-10288) on July 31, 2017, estimating
its assets at up to $50,000 and liabilities at between $1 million
and $10 million.  The petition was signed by Juan Miranda, its
president.

The bankruptcy petition was originally filed in the Bankruptcy
Court's Brownsville Division.  On Aug. 14, 2017, the case was
transferred to the McAllen Division and assigned Case No.
17-70299.

Judge Eduardo V. Rodriguez presides over the case.

Guerra & Smeberg, PLLC, is the Debtor's bankruptcy counsel.
Coldwell Banker La Mansion Real Estate is the Debtor's commercial
broker.


JUPITER RESOURCES: S&P Lowers CCR to 'CCC+', Outlook Negative
-------------------------------------------------------------
S&P Global Ratings said it lowered its long-term corporate credit
rating on Calgary, Alta.-based Jupiter Resources Inc. to 'CCC+'
from 'B'. The outlook is negative.

S&P Global Ratings also lowered its issue-level rating on the
company's senior unsecured notes to 'CCC+' from 'B-'. At the same
time, S&P Global Ratings revised its recovery rating on the notes
to '4' from '5', chiefly based on additional enterprise value
ascribed to a higher amount of developed reserves at year-end 2017.
The '4' recovery rating reflects S&P's expectation of average
(30%-50%; rounded estimate 45%) recovery under its simulated
default scenario.

S&P said, "The downgrade primarily reflects our view of Jupiter's
deteriorating earnings and cash flows that will result in elevated
credit metrics beyond 2018. Specifically, we estimate Jupiter will
generate two-year (2018-2019), weighted-average funds from
operations (FFO)-to-debt in the low single-digit area. The
downgrade also reflects our view of Jupiter's deteriorating
liquidity position from increasing negative free cash flow
generation as the company spends to maintain existing production
levels and from the risk of future borrowing base reductions.
Therefore, we view Jupiter's capital structure as vulnerable to
continued deterioration under our natural gas prices and
differentials assumptions given our expectations of the company's
weak realized prices, highly leveraged credit metrics, and reduced
financial flexibility due to weakening liquidity. In addition, we
consider Jupiter's financial commitments to be unsustainable,
although the company is unlikely to face a credit or payment crisis
within the next 12 months. We believe that persistent weak regional
prices will hamper Jupiter's ability to improve cash flow metrics
and reduce leverage over the next two years.

"The negative outlook reflects our concerns about Jupiter's weaker
forecast cash flows and elevated credit metrics beyond 2018 and
deteriorating liquidity position on continued negative free cash
flows as the company continues capital spend to maintain
production. The outlook also reflects our view that Jupiter's
capital structure is vulnerable to further deterioration under our
natural gas prices and differentials assumptions because persistent
weak regional prices will hamper the company's ability to improve
its cash flow metrics and reduce leverage over the next two years.
We expect the price differential to remain high in the WCSB due to
constrained pipeline capacity to U.S. regions and the increasing
competition from rising U.S. domestic production.

"We could lower the ratings if Jupiter's liquidity position
deteriorated such that there were an increased risk that the
company would not be able to meet its fixed-charge obligations or
if there is an increased likelihood of a potential distressed debt
exchange in the next 12 months.

"We could take a positive rating action if higher-than-expected
realized natural gas prices lead to positive free cash flows and an
improved liquidity position or a material cash injection from its
financial sponsor Apollo Global Management LLC helps the company
reduce its high debt load."


KOFAX INC: S&P Alters Outlook to Stable & Affirms 'B' CCR
---------------------------------------------------------
S&P Global Ratings revised its outlook on Irvine, Calif.-based
Kofax Inc. to stable from negative and affirmed its 'B' corporate
credit rating on the company.

S&P said, "At the same time, we affirmed our 'B' issue-level rating
on the company's first-lien credit facility, which comprises a term
loan and a $60 million revolver (undrawn). The '3' recovery rating
remains unchanged, indicating our expectation for meaningful
(50%-70%; rounded estimate: 50%) recovery for lenders in the event
of a payment default."

The stable outlook reflects that Kofax's adjusted leverage is now
in the high-5x area, which is down from the high-6x area as of the
close of its acquisition by Thoma Bravo in July 2017.
Additionally, Kofax has made significant progress in its separation
from Lexmark, including completing the integration of Readsoft
while simultaneously carving-out Perceptive Software. The company
has also realized substantial cost savings initiated while it was
under Lexmark and incremental cost synergies associated with the
leveraged buyout (LBO) under Thoma Bravo. Finally, Kofax has
returned to top-line growth and is generating positive free cash
flow after a protracted period of declining revenue amid all the
changes it experienced over the past two years.

S&P said, "The stable outlook on Kofax reflects its improving
operating performance and our expectation that the company will
achieve modest revenue and EBITDA growth as its customers continue
to streamline and digitize their manual processes, causing leverage
to moderate to the mid-5x area over the next 12 months.

"We could lower our rating on Kofax if competitive pressures or
disruptions in its business cause the company's revenue to decline
and suppress its profitability such that its adjusted leverage
exceeds the mid-6x area. We could also lower our rating if the
company's FOCF-to-debt ratio falls to the low-single digit percent
area on a sustained basis.

"Although unlikely over the near term, we could raise our rating on
Kofax if the company is able to achieve mid-single digit organic
revenue growth through increased demand for its digital
transformation platform. We would also need the company to commit
to and sustain leverage below 5x while maintaining a FOCF-to-debt
ratio in the high-single digit percent area."



LAKEPOINT LAND: Wants to Obtain $5-Mil Loans, Use Cash Collateral
-----------------------------------------------------------------
LakePoint Land, LLC, and its affiliates seek authorization from the
U.S. Bankruptcy Court for the Northern District of Georgia to
obtain postpetition secured loans equal to up to $5 million from LP
Investments I, LLC, and to use cash collateral of the Rimrock High
Income Plus (Master) Fund, LTD.

The DIP Facility will be used for: (i) working capital and general
corporate purposes of the Borrowers, and (ii) payment of the costs
of administration of the Chapter 11 Cases, including, without
limitation, the costs, fees and expenses incurred in connection
with the DIP Facility, and by Rimrock or LP Investments in
connection with the Chapter 11 Cases, in each case, to the extent
such costs, fees, and expenses are reimbursable pursuant to the
terms of the applicable loan documents.

Under the DIP Loan Agreement, the interest rate will be 12% and the
default interest rate is 14%. It will be an Event of Default under
the DIP Loan Agreement for the Debtors to file any plan without the
LP Investments' consent.

Maturity date will be the earliest of (i) 130 days after the
Petition Date, (ii) the consummation of any sale of all or
substantially all of the assets of the Debtors pursuant to Section
363 of the Bankruptcy Code, (iii) if the Final Order has not been
entered, the date that is 35 calendar days after the Petition Date,
(iv) the date of the acceleration of the Loans and/or the
termination of the Commitments, and (v) the Effective Date.

Subject to the Carve-Out, all obligations under the DIP Facility
will, at all times: (i) be entitled to super-priority claim status
in the chapter 11 cases to the extent of any diminution in the DIP
Collateral; (ii) be secured by perfected liens on all or
substantially all of the Debtors' assets (including the Avoidance
Actions). The DIP Liens will be senior in priority and superior to
any security, mortgage, collateral interest, lien or claim to any
of the Collateral. However, the DIP Liens will be junior only to
(a) the Prior Permitted Liens solely to the extent that such Prior
Permitted Liens constitute valid, perfected, and non-avoidable
Liens as of the Petition Date; and (b) the Carve-Out.

Rimrock has consented to the use of cash collateral. As adequate
protection of the interests of Rimrock in the Prepetition
Collateral against any diminution in value, Rimrock will receive
perfected post-petition security interests and liens on the DIP
Collateral to the extent of any diminution in value of the
Prepetition Collateral. The Prepetition Adequate Protection Liens
will be junior only to: (a) the Prior Permitted Liens; (b) the
Carve-Out; and (c) the DIP Liens.

In addition, Rimrock will be provided a superpriority
administrative expense claim pursuant to Section 507(b) of the
Bankruptcy Code to the extent of any diminution in value in the
Prepetition Collateral.

A full-text copy of the Cash Collateral Motion is available at

           http://bankrupt.com/misc/ganb18-41337-12.pdf

                       About LakePoint Land

LakePoint Land, LLC was formed for the business of assembling,
acquiring, and developing a project in Bartow County, Georgia.  The
project, sometimes referred to as "LakePoint Sporting Community &
Town Center" or "LakePoint Sporting Community" --
https://www.lakepointsports.com/ -- initially consisted of 1,200+
acres of real property located in Bartow County, City of Emerson,
Georgia, which LPL acquired from Blankenship & Gaskin Properties,
LLC in August 2011 for a purchase price of $16.77 million.  At such
time LPL also acquired certain other smaller in-fill properties
from other parties.  In December 2012, LPL acquired an additional
74+ acres adjacent parcel from Allatoona Distribution, LLC for a
purchase price of $9.839 million, bringing the total Project
acreage to 1,274+ acres.

LPL has developed a portion of the Project known as the "South
Campus" -- i.e., an approximately 155 acre portion of the Project
located west of Interstate 75 and south of a railroad line running
just north of and parallel to Emerson-Allatoona Road -- as a mixed
use, amateur/youth sporting tournament vacation destination
centered around approximately 58 acres of indoor and outdoor sports
tournament venues, presently including baseball, softball,
lacrosse, soccer, wake-boarding, indoor and outdoor volleyball, and
basketball, among other current facilities and uses.  In 2017, the
Project attracted over 1.1 million visitors and is projected to
attract over 1.2 million visitors in 2018.

LakePoint Land, LLC and seven affiliates sought Chapter 11
protection (Bankr. N.D. Ga. Lead Case No. 18-41337) on June 11,
2018.  In its petition, LakePoint Land disclosed $100,001 to
$500,000 in assets and $50 million to $100 million in liabilities.


The Hon. Barbara Ellis-Monro is the case judge.  

The Debtors tapped Arnall, Golden, Gregory LLP as counsel; Vantage
Point Advisory, Inc., as financial advisor; and Garden City Group,
LLC, as claims agent.


LAREDO PETROLEUM: Egan-Jones Hikes Senior Unsecured Ratings to BB
-----------------------------------------------------------------
Egan-Jones Ratings Company, on June 21, 2018, upgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Laredo Petroleum, Inc. to BB from BB-.

Laredo Petroleum, Inc. is a petroleum and natural gas exploration
and production company organized in Delaware and headquartered in
Tulsa, Oklahoma. As of December 31, 2017, affiliates of Warburg
Pincus owned 32.0% of the company.


LC LIQUIDATIONS: $400K Sale of Gantry Crane to BWFS Approved
------------------------------------------------------------
Judge Nicholas W. Whittenburg of the U.S. Bankruptcy Court for the
Eastern District of Tennessee authorized LC Liquidations Corp.,
formerly known as Lectrus Corp., and its affiliates to sell
Shuttlelift Model SL100 Grantry Crane outside the ordinary course
of business to BWFS Industries, LLC, for $400,000.

The sale is free and clear of all liens, claims, interests and
encumbrances.

After satisfaction of the liens of M2 Lease Funds, LLC and the
payment of $15,480 to Pre-Petition Lenders for the value of certain
spreader beams, which are being sold along with the Property, the
net sale proceeds will be split evenly in a 33%-33%-33% split
between the bankruptcy estate and the Debtors' Pre-Petition
Lenders.

The 14-day stay imposed by Rule 6004(h) of the Federal Rules of
Bankruptcy Procedure is waived.  The provisions of the Order will
become effective immediately.

                   About Lectrus Corporation

Based in Chattanooga, Tennessee, Lectrus Corporation --
http://www.lectrus.com/-- designs and manufactures custom metal
enclosures and electrical and mechanical integration serving the
power, oil and gas, renewable energy, industrial, water and
wastewater, transportation, military, mining, data centers,
institutional, and commercial markets.  The company has two
manufacturing facilities located in North America.

Lectrus Corp. and parent Lectrus Holding Corporation sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.
Tex. Lead Case No. 17-15588) on Dec. 7, 2017.  James P. Beers,
vice-president of finance, signed the petitions.

At the time of the filing, Lectrus disclosed assets of $13.34
million and liabilities of $35.26 million.  Lectrus Holding
disclosed zero assets and liabilities totaling $20.55 million.

Judge Nicholas W. Whittenburg presides over the cases.

The Debtors tapped Baker, Donelson, Bearman, Caldwell & Berkowitz,
PC, as counsel; and Livingstone Partners LLC, as investment banker.


The U.S. Trustee for Region 8 appointed an official committee of
unsecured creditors' in the Debtors' cases.  Husch Blackwell LLP is
the Committee's legal counsel.


LDJ ENTERPRISE: Aug. 23 Hearing on Amended Plan Outline
-------------------------------------------------------
Judge Jason D. Woodard of the U.S. Bankruptcy Court for the
Northern District of Mississippi will convene a hearing on August
23, 2018 at 10:00 a.m. to consider and act upon the amended
disclosure statement filed by Dalton Middleton on behalf of LDJ
Enterprise, LLC.

Objections to the disclosure statement must be filed on or before
July 23, 2018.

                    About LDJ Enterprise

Headquartered in Tupelo, Mississippi, LDJ Enterprise, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Miss. Case No.
17-11088) on March 23, 2017, estimating assets and liabilities of
less than $50,000.  Lisa Pulliam, its administrator, signed the
petition. The Debtor tapped Dalton Middleton, Esq., at Middleton &
Tinsley Law Firm, PLLC, to serve as legal counsel in connection
with its Chapter 11 case.



LE CENTRE ON FOURTH: Exclusive Plan Filing Period Moved to July 25
------------------------------------------------------------------
The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida, at the behest of Le Centre on Fourth
LLC, has extended the exclusive period within which only the Debtor
may file a chapter 11 plan through and including July 25, 2018, and
the exclusive period within which only the Debtor may solicit
acceptances to a chapter 11 plan through and including Sept. 25,
2018.

The Troubled Company Reporter has previously reported that the
Debtor asked the Court for exclusivity extension in order to
continue settlement discussions among the parties while preserving
the Debtor's exclusivity to file and solicit acceptances to a
plan.

The Debtor related that on Nov. 15, 2017, Al J. Schneider Company
and 501 Fourth Street, LLC filed their Motion to Dismiss Case or In
the Alternative to Transfer Venue to The Western District of
Kentucky.  At the conclusion of the evidentiary hearing on the
Motion to Dismiss, the Court took the Motion to Dismiss under
advisement.

While the Motion to Dismiss was pending, the Court ordered the
Debtor not to advance the marketing or sale of the Property, and
limited the scope of services GlassRatner Advisory & Capital Group,
LLC and the Debtor's Co-Chief Restructuring Officers are to provide
pending an adjudication of the Motion to Dismiss.

On Feb. 28, 2018, the Court entered an order denying the Motion to
Dismiss in all respects. Following entry of the Order, the Debtor
initiated preliminary discussions with U.S. Bank, National
Association, the Debtor's senior secured lender; Stonehenge
Community Development LX, LLC; Stonehenge Community Development
LXVIII, LLC; Stonehenge Community Development LVI, LLC; and Master
Tenant, the holders of approximately $30 million of subordinated
secured indebtedness, regarding the terms of a plan of
reorganization, which may include a sale of the Property.

The Debtor's counsel has also had discussions with counsel for the
Movants and counsel for Bachelor Land Holdings, LLC regarding the
Debtor's intention to file a plan of reorganization, or other
alternatives to resolving the Chapter 11 Case. The foregoing
discussions resulted in the parties' agreement to participate in
mediation with aim of resolving this case. On March 28, 2018, the
Court entered an Agreed Order which, inter alia, (a) extended
through May 25, 2018 the period during which only the Debtor may
file a plan of reorganization; (b) extended through July 25, 2018
the period during only which the Debtor can solicit acceptances to
a plan; and (c) referred the case to mediation.

The parties participated in a two day in person mediation before
Judy Thompson, Esq. While the parties did not reach a definitive
agreement at during their time together, the parties extended the
mediation process and continued their settlement discussions. As of
May 16, 2018, the settlement discussions are ongoing and the
mediation process has been extended by consent of the parties.

The Debtor further said that cause exists for the extension
requested herein, more specifically:

     (a) This is case involves over $60 million of secured
indebtedness. The Debtor has been enjoying the benefit of
approximately $12 million in Federal Historic Tax Credits and
approximately $7.0 million of New Market Tax Credits. The Tax
Credits have not burned off and are subject to recapture. Avoiding
a recapture, and the attendant tax liability, is a paramount
interest of the Debtor and its stakeholders. Therefore, any plan,
sale or refinancing of the Property must take into consideration
the Tax Credits and avoidance of a recapture;

     (b) The Debtor has been generally paying its post-petition
debts as they come due;

     (c) The Debtor has been in compliance with all of the
operating guidelines of the United States Trustee;

     (d) The Debtor believed that a viable plan will be filed;

     (e) The Debtor sought the extension of exclusivity in good
faith, not to pressure or otherwise prejudice the rights of any of
its creditors or any party-in-interest;

     (f) This case has been pending for approximately seven months,
although a meaningful part of that time was devoted to discovery
and the trial of the Motion to Dismiss and, more recently, to the
mediation process; and

     (g) This is the second request for extension of exclusivity.

                   About Le Centre on Fourth

Le Centre on Fourth LLC is a privately held company in Plantation,
Florida that operates under the traveler accommodation industry.
Its principal assets are located at 501 South Fourth Street
Louisville, KY 40202.  Bachelor Land Holdings, LLC, is the holder
of the majority of the issued and outstanding units of membership
interest of the company.

Le Centre on Fourth filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 17-23632) on Nov. 10, 2017, estimating
its assets and liabilities at between $50 million and $100 million
each.  CRO Ian Ratner signed the petition.  Judge Raymond B. Ray
presides over the case.  The Debtor tapped the Law Firm of Berger
Singerman LLP as its legal counsel; the Law Office of Mark D.
Foster, as special tax counsel; and GlassRatner Advisory & Capital
Group, LLC, as its restructuring advisor.


LE-MAR HOLDINGS: May Continue Cash Collateral Use Until July 18
---------------------------------------------------------------
The Hon. Robert L. Jones of the U.S. Bankruptcy Court for the
Northern District of Texas has entered an eighth order authorizing
Le-Mar Holdings, Inc. and its affiliated debtors to use all
collections received from the USPS up to and including July 18,
2018 in accordance with the Interim Budget.

As adequate protection for any diminution in the value of
Mobilization's interest in such cash collateral caused by the use
of such cash collateral, Mobilization is granted with a valid,
perfected, and enforceable replacement first priority security
interest in the post-petition accounts receivable due to the
Debtors from the USPS but only to the extent Mobilization has a
valid, perfected first position security interest, in the Debtors'
accounts receivable from the USPS.

To the extent the City has a valid, perfected second priority
security interest in the Debtors' accounts receivable from the
USPS, City is granted with a valid, perfected, and enforceable
replacement second priority security interest in the post-petition
accounts receivable due to the Debtors from the USPS.

The Debtors will provide to counsel for Mobilization, City, Ryder,
and the Official Committee of Unsecured Creditors an operating
report (comparing the Debtors' budgeted expenses with its actual
paid expenses up to the day before the operating report is due to
Mobilization, City, Ryder, and the Committee) on or before July 13,
2018. In addition, the Debtors will file and serve a proposed Ninth
Interim Budget on or before July 12, 2018.

The Ninth Interim Hearing on the Cash Collateral Motion is set on
July 18, 2018 at 10:00 a.m. Objections to the Debtors' further use
of cash collateral are due no later July 13, 2018.

A full-text copy of the Eighth Cash Collateral Order is available
at:

          http://bankrupt.com/misc/txnb17-50234-594.pdf

                      About Le-Mar Holdings

Le-Mar Holdings, Inc., is a mid-sized company in the general
freight trucking business with operations in Grand Prairie,
Amarillo, Midland, Abilene, San Angelo, Austin, San Antonio, Lufkin
and Lubbock.

Chuck and Tracey Edwards own approximately 63.9% of the equity
interests in Le-Mar while the Lawrence and Margie Edwards'
Grand-Children's Trust owns approximately 36.1% of the equity
interests. Le-Mar Holdings owns 100% of the equity interests of
Edwards Mail Service, Inc., and 50% of the membership interests of
Taurean East, LLC. Chuck and Tracey Edwards own 50% of the
membership interests of Taurean East.

Le-Mar Holdings, Edwards Mail and Taurean East sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos.
17-50234 to 17-50236) on Sept. 17, 2017.  In the petitions signed
by Chuck Edwards, its president, Le-Mar Holdings estimated assets
and liabilities of $1 million to $10 million.

Le-Mar Holdings engaged Moses & Singer LLP as legal counsel, and
Underwood Perkins, P.C., as local counsel.  Ogletree Deakins Nash
Smoak & Steward, P.C., is special counsel.

The Official Committee of Unsecured Creditors formed in the case
retained Tarbox Law P.C., and Kelley Drye & Warren LLP as counsel.

Colliers International North Texas, LLC, was appointed by the Court
as a real estate broker on Jan. 10, 2018.


LEGAL COVERAGE: Trustee's Sale of Philadelphia Condo Unit 8 Okayed
------------------------------------------------------------------
Judge Jean K. FitzSimon of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania authorized the bidding procedures
and the Asset Purchase Agreement with Matthew West of his assignees
of Leslie Beth Baskin, the Chapter 11 Trustee for The Legal
Coverage Group Ltd., in connection with the sale of the condominium
unit located at 101 Walnut Street, Unit 8, Philadelphia,
Pennsylvania, including all personal property located thereon, for
$940,000 cash, subject to overbid.

The salient terms of the Bidding Procedures are:

     a. Assets: 101 Walnut Street, Unit 8, Philadelphia, PA 19103
plus one separately deeded parking space.  The Property is
partially furnished and a Qualified Bidder may submit a bid for
some or all of the furnishings in the Property.  The Property is
presently occupied by Mr. Jon Liss pursuant to an alleged oral
lease that expires on Feb. 28, 2019.  The Trustee is presently
holding a security deposit of $3,000 in connection with the Lease.

     b. Bid Deadline: June 18, 2018

     c. Starting Bid: $965,000

     d. Cash Depsosit: $25,000

     e. No Competing Qualified Bids: If no Qualified Bids are
submitted by the Bid Deadline, the Trustee will cancel the Auction
and Matthew West will be deemed to be the Successful Bidder.

     f. Near Leasund Lease Termination:

          (1) As used in the Order, the term "New Lease" will mean
a written lease for the Property between Liss and the Successful
Bidder, which will include terms and conditions that are mutually
acceptable to each of Liss and such Successful Bidder and which
will be negotiated between Liss and such Successful Bidder.

          (2) In the event that the Successful Bidder and Liss are
unable to reach mutually acceptable terms regarding a New Lease
within 14 days from the entry of the Sale Order, then (i) the
Trustee will cause the Lease Termination Payment to be paid to Liss
in cash at the closing of the sale of the Property, which will
occur no sooner than 60 days from the date of the entry of any Sale
Order; (ii) Liss will vacate the Property on the closing date,
leaving the property in broom clean condition; and (iii) the
Trustee will return Liss' security deposit within 15 days of the
date on which Liss vacates the Property.    

          (3) As used in the Order, the term "Lease Termination
Payment" will mean a payment of $40,000 to be indefeasibly paid to
Liss in cash at the closing of the sale of the Property.  

          (4) As used in the Order, the term "Lease Termination
Option" will mean an election by a Qualified Bidder to not enter
into negotiations with Liss over a New Lease.  In the event that a
Successful Bidder has elected the Lease Termination Option, (i) the
Trustee will cause the Lease Tennination Payment to be paid to Liss
in cash at the closing of any sale of the Property which closing
will occur no sooner than 60 days from the date of the entry of any
Sale Order; (ii) Liss will vacate the Property on the closing date,
leaving the property in broom clean condition; and (iii) the
Trustee will return Liss' security deposit within 15 days of the
date on which Liss vacates the Property in the required condition
without damage.

     g. Auction: The Trustee will conduct an Auction on July 19,
2018 starting at 10:00 a.m. (ET) at the offices of Spector Gadon &
Rosen, PC, 1635 Market Street, 7th FL, Philadelphia, PA 19103, or
at such other place, date, and time as the Trustee may designate in
writing.

     h. Starting Bid: Starting Bid plus $25,000

     i. Bid Increments: $25,000

Within two business days after entry of the Order, the Trustee will
serve a copy of the Order on all parties in interest through the
Cotut's electronic filing system and in conformity with Local
Bankruptcy Form 9014-3 on all other parties interest, including all
creditors.

Within one business day after the conclusion of the Auction, the
Trustee will cause its counsel to file with the Court a supplement
outlining the identity of the Successful Bidder and the purchase
price received for the auctioned Property.

Notwithstanding the possible applicability of Bankruptcy Rules
6004, 6006, 7062, 9014 or otherwise, the terms and conditions of
the Order will be immediately effective and enforceable.

All time periods set forth in the Order will be calculated in
accordance with Bankruptcy Rule 9006(a).

If the Court approves a sale, all liens and claims against the
Property, if any, will be paid by the Trustee from the sale
proceeds at closing.  If the Court approves a sale, then prior to
the closing, the Trustee will request a resale certificate from 101
Walnut Condominium Association stating the amount of condominium
assessments due for the Property, and will cause all Assessments
due as of the date of the closing to be paid to the Association
from the proceeds at closing.

A copy of the APA attached to the Order is available for free at:

    http://bankrupt.com/misc/Legal_Coverage_312_Order.pdf

                About The Legal Coverage Group

The Legal Coverage Group Ltd., also known as LCG, Ltd., is a
Pennsylvania Subchapter S corporation.  LCG, the exclusive provider
of HELP Legal Plan, was founded in 1995 to modernize and ultimately
perfect the concept of the employee legal plan.  Headquartered in
the suburbs of Philadelphia, Pennsylvania, HELP is a privately-held
employee legal plan servicing worksites of all sizes and industries
on a regional and national level, while maintaining the industry's
highest rates of retention through unparalleled, unlimited, and
fully comprehensive benefits services provided by only partner
level attorneys.

LCG sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Pa. Case No. 18-10494) on Jan. 26, 2018.  In the
petition signed by CEO Gary A. Frank, the Debtor estimated assets
of $100 million to $500 million and liabilities of $10 million to
$50 million.  Dilworth Paxson LLP is the Debtor's legal counsel;
and Wipfli LLP, as tax advisor.

Judge Jean K. FitzSimon presides over the case.  

Leslie Beth Baskin, Esq., has been appointed as Chapter 11 Trustee,
and is represented by the law firm of Spector Gadon & Rosen, PC.

Counsel for The Prudential Insurance Company of America and
Prudential Retirement Insurance and Annuity Company are Morton R.
Branzburg, Esq., Carol Ann Slocum, Esq., and Christopher J.
Leavell, Esq., at KLEHR HARRISON HARVEY BRANZBURG LLP; and Sarah R.
Borders, Esq., and Jeffrey R. Dutson, Esq., at KING & SPALDING LLP.


LEGAL COVERAGE: Trustee's Sale of Philadelphia Penthouse Unit OK'd
------------------------------------------------------------------
Judge Jean K. FitzSimon of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania authorized the bidding procedures
and the Asset Purchase Agreement with QDL, LLC, of Leslie Beth
Baskin, the Chapter 11 Trustee for The Legal Coverage Group Ltd.,
in connection with the sale of the condominium unit located at 101
Walnut Street, Unit 11, Philadelphia, Pennsylvania, including all
personal property located thereon, for $2,750,000 cash, subject to
overbid.

The salient terms of the Bidding Procedures are:

     a. Assets: 101 Walnut Street, Unit 11, Philadelphia, PA 19103
plus one separately deeded parking space.

     b. Bid Deadline: June 18, 2018

     c. Starting Bid: $2.8 million

     d. Cash Deposit: $100,000

     e. No Competing Qualified Bids: If no Qualified Bids are
submitted by the Bid Deadline, the Trustee will cancel the Auction
and QDL will be deemed to be the Successful Bidder.

     f. Auction: The Trustee will conduct an Auction on June 19,
2018 starting at 10:00 a.m. (ET) at the offices of Spector Gadon &
Rosen, PC, 1635 Market Street, 7th FL, Philadelphia, PA 19103, or
at such other place, date, and time as the Trustee may designate in
writing.

     g. Starting Bid: Starting Bid plus $25,000

     h. Bid Increments: $50,000

Within two business days after entry of the Order, the Trustee will
serve a copy of the Order on all parties in interest through the
Court's electronic filing system and in conformity with Local
Bankruptcy Form 9014-3 on all other parties interest, including all
creditors.

Within one business day after the conclusion of the Auction, the
Trustee will cause its counsel to file with the Court a supplement
outlining the identity of the Successful Bidder and the purchase
price received for the auctioned Property.

Notwithstanding the possible applicability of Bankruptcy Rules
6004, 6006, 7062, 9014 or otherwise, the terms and conditions of
the Order will be immediately effective and enforceable.

All time periods set forth in the Order will be calculated in
accordance with Bankruptcy Rule 9006(a).

If the Court approves a sale, all liens and claims against the
Property, if any, will be paid by the Trustee from the sale
proceeds at closing.  If the Court approves a sale, then prior to
the closing, the Trustee will request a resale certificate from 101
Walnut Condominium Association stating the amount of condominium
assessments due for the Property, and will cause all Assessments
due as of the date of the closing to be paid to the Association
from the proceeds at closing.

A copy of the APA attached to the Order is available for free at:

    http://bankrupt.com/misc/Legal_Coverage_313_Order.pdf

                About The Legal Coverage Group

The Legal Coverage Group Ltd., also known as LCG, Ltd., is a
Pennsylvania Subchapter S corporation.  LCG, the exclusive provider
of HELP Legal Plan, was founded in 1995 to modernize and ultimately
perfect the concept of the employee legal plan.  Headquartered in
the suburbs of Philadelphia, Pennsylvania, HELP is a privately-held
employee legal plan servicing worksites of all sizes and industries
on a regional and national level, while maintaining the industry's
highest rates of retention through unparalleled, unlimited, and
fully comprehensive benefits services provided by only partner
level attorneys.

LCG sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Pa. Case No. 18-10494) on Jan. 26, 2018.  In the
petition signed by CEO Gary A. Frank, the Debtor estimated assets
of $100 million to $500 million and liabilities of $10 million to
$50 million.  Dilworth Paxson LLP is the Debtor's legal counsel;
and Wipfli LLP, as tax advisor.

Judge Jean K. FitzSimon presides over the case.  

Leslie Beth Baskin, Esq., has been appointed as Chapter 11 Trustee,
and is represented by the law firm of Spector Gadon & Rosen, PC.

Counsel for The Prudential Insurance Company of America and
Prudential Retirement Insurance and Annuity Company are Morton R.
Branzburg, Esq., Carol Ann Slocum, Esq., and Christopher J.
Leavell, Esq., at KLEHR HARRISON HARVEY BRANZBURG LLP; and Sarah R.
Borders, Esq., and Jeffrey R. Dutson, Esq., at KING & SPALDING LLP.


LGI HOMES: S&P Assigns 'BB-' Corp Credit Rating, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' corporate credit rating to
The Woodlands, Texas-based LGI Homes, Inc. The outlook is stable.

S&P said. "At the same time, we assigned a 'BB-' issue-level rating
and a '3' recovery rating to the homebuilder's proposed offering of
$400 million of senior unsecured notes due 2026. The '3' recovery
rating reflects our expectation of meaningful (50%-70%; rounded
estimate: 60%) recovery to debtholders in the event of default.

"Our ratings on LGI Homes Inc. reflect the company's ability to tap
into new markets; modest strength in its sales support
capabilities; flexible land acquisition strategy; and above-average
profitability, relative to its rated peers. This is offset by its
smaller size and market share relative to most rated peers and
limited geographical and product diversity.

"The stable outlook on LGIH reflects our expectation of continued
earnings growth supported by our outlook for U.S. housing demand to
remain fundamentally strong with our estimates of 1.3 million units
of housing starts in 2018. We believe LGIH will continue to achieve
its growth objectives, and continue to expand into additional
markets while maintaining gross margins in the 25% to 26% area
through 2019 and debt leverage in the 2x and 3x area over the next
year.

"We could lower the rating over the next 12 months if there were a
prolonged economic slowdown in the U.S. or in key markets such as
Texas, causing our forecast EBITDA to fall in excess of 30%. We
could also lower the rating if the company financed a large
acquisition or land purchases at levels greater than our base case,
causing debt to EBITDA to rise above 4x or debt to capital to
exceed 50% on a sustained basis.

"Despite our expectations of improving credit measures over the
next 12 months, we view an upgrade as unlikely due to its
relatively small revenue base and limited product and geographic
diversity. However, we could raise the rating if the company
exceeded our growth targets, such that revenue approached $3
billion and debt to EBITDA remained in the 2x-3x range, which we
believe will take a couple of years. This could occur if gross
margins increased in excess of 300 basis points due to stronger
demand and higher selling prices."


MARKPOL DISTRIBUTORS: Plan Exclusivity Period Extended to Oct. 29
-----------------------------------------------------------------
The Hon. A. Benjamin Goldgar of the U.S. Bankruptcy Court for the
Northern District of Illinois, at the behest of Markpol
Distributors, Inc., has extended the dates by which Markpol has the
exclusive right to file a plan and to solicit acceptances of such
plan to and including October 29, 2018 and December 27, 2018,
respectively.

The Troubled Company Reporter has previously reported that Markpol
asked for extension of the exclusive periods in order to facilitate
its efforts to formulate plans and successfully resolve these
chapter 11 cases.

Markpol has been diligently pursuing the administration of its
chapter 11 case with a view toward formulating a plan of
reorganization.  However, on May 30, 2018 Markpol's affiliates,
Vistula Development, Incorporated and Kozyra Holdings, LLC - 955
Lively, LLC, also filed voluntary chapter 11 petitions which
Markpol anticipates will impact its reorganization strategy.
Moreover, on June 13, 2018, the Court entered an order directing
joint administration of the Debtors' bankruptcy cases.

Since the Debtors share a common secured lender -- MB Financial
Bank, N.A. – and their debts have been cross-collateralized --
the Debtors intend to investigate a joint reorganization strategy
and require additional time to explore their options.

                   About Markpol Distributors

Markpol Distributors, Inc. -- http://markpoldistributors.com/-- is
a food distributor specializing in European grocery merchandise
imported from European exporters.  The Company's customers may
select an offering of 4 to 24 feet selection of assorted grocery
merchandise appealing to the American and European consumer.
Markpol is headquartered in Wood Dale, Illinois.

Markpol Distributors filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 18-06105) on March 2, 2018.  In the petition signed by CEO
Mark Kozyra, the Debtor estimated assets and liabilities at $1
million to $10 million.  Judge Benjamin A. Goldgar is the case
judge.  

Shelly A. DeRousse, Esq., at Freeborn & Peters LLP, is the Debtor's
counsel.  Rally Capital Services, LLC, is the financial advisor.

Patrick S. Layng, U.S. Trustee for the Northern District of
Illinois, on March 15, 2018, appointed five creditors to serve on
an official committee of unsecured creditors.  The Committee
retained Goldstein & McClintock LLLP as counsel.


MBIA INC: Egan-Jones Lowers Sr. Unsecured Ratings to B+
-------------------------------------------------------
Egan-Jones Ratings Company, on June 21, 2018, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by MBIA, Incorporated to B+ from BB-.

MBIA, Inc. is a financial services company. It was founded in 1973
as the Municipal Bond Insurance Association. It is headquartered in
Purchase, New York, and as of January 1, 2015 had approximately 180
employees. MBIA is the largest bond insurer.


MCCLATCHY CO: Amends Framework Agreement With Chatham Asset
-----------------------------------------------------------
The McClatchy Company has entered into an amended and restated term
loan framework agreement with Chatham Asset Management, LLC,
amending and restating the Term Loan Framework Agreement, dated as
of April 26, 2018.  Pursuant to the Amended Framework Agreement and
subject to the terms and conditions, The McClatchy Company expects
to enter into a new Term Loan Credit Agreement between McClatchy,
the guarantors and certain funds managed by Chatham Asset
Management, LLC, as lenders thereunder, pursuant to which the
Chatham Entities will provide an approximately $157.1 million
Tranche A Term Loan Facility and an approximately $193.5 million
Tranche B Term Loan Facility.  The Facilities plus certain premiums
set forth in the Amended Framework Agreement will be used to
repurchase approximately $82.1 million aggregate principal amount
of the Company's 7.15% Debentures due Nov. 1, 2027 and
approximately $193.5 million aggregate principal amount of the
6.875% Debentures due March 15, 2029, in each case, held by the
Chatham Entities.  McClatchy will also use approximately $60.0
million of cash proceeds from the Tranche A Term Loan Facility to
redeem a portion of McClatchy's existing 9.0% Senior Secured Notes
due 2022.

Separately, the Chatham Entities filed a 13D on June 27, 2018
expressing their support for the Company's refinancing and
indicating an intention to engage in future discussions with the
Company on proposed deleveraging transactions, including a proposed
exchange of the remaining 2029 debentures into equity.  The Company
and its Board of Directors will consider those proposals if and
when presented.

McClatchy also intends to enter into an asset-based credit facility
with Wells Fargo Bank, National Association concurrent with the
closing of the transactions contemplated by the Amended Framework
Agreement.  The ABL Facility will be unconditionally guaranteed on
a senior secured basis, jointly and severally, by certain of the
Company's domestic subsidiaries.  The ABL Facility will, among
other things, support letters of credit, finance working capital
and pay fees and expenses in connection with the refinancing.  The
Company expects that the ABL Facility will consist of a $65.0
million senior secured revolving credit facility, and a $35.0
million cash-secured letter of credit facility for a total maximum
credit limit of $100.0 million, to fund transaction related
expenses and the satisfaction and discharge and redemption of the
9.0% Notes.

                         About McClatchy

The McClatchy Company operates 30 media companies in 14 states,
providing each of its communities with news and advertising
services in a wide array of digital and print formats.  McClatchy
is a publisher of iconic brands such as the Miami Herald, The
Kansas City Star, The Sacramento Bee, The Charlotte Observer, The
(Raleigh) News & Observer, and the (Fort Worth) Star-Telegram.
McClatchy is headquartered in Sacramento, Calif., and listed on the
New York Stock Exchange American under the symbol MNI.

McClatchy incurred a net loss of $332.4 million for the year ended
Dec. 31, 2017, following a net loss of $34.19 for the year ended
Dec. 25, 2016.  As of April 1, 2018, McClatchy had $1.38 billion in
total assets, $1.62 billion in total liabilities and a
stockholders' deficit of $239.95 million.

                           *    *    *

As reported by the TCR on March 30, 2018, S&P Global Ratings
lowered its corporate credit rating on Sacramento, Calif.-based The
McClatchy Co. to 'CCC+' from 'B-'.  The rating outlook is stable.
"The downgrade reflects our view that McClatchy's capital structure
is unsustainable at current leverage and discretionary cash flow
(DCF) levels.  Still, we don't expect a default to occur during the
next 12 months.  McClatchy has no imminent liquidity concerns, full
availability on its $65 million revolving credit facility due 2019,
low capital expenditures, and it generates positive DCF.

McClatchy continues to hold Moody's Investors Service's "Caa1"
corporate family rating.  In December 2015, Moody's affirmed the
"Caa1" corporate family rating rating and changed the rating
outlook to stable from positive due to continued weakness in the
print advertising market and the ongoing pressure on the company's
operating cash-flow.  McClatchy's "Caa1" Corporate Family Rating
reflects persistent revenue pressure on the company's newspaper and
print operations, reliance on cyclical advertising spending, and
its high leverage including a large underfunded pension.


MCCLATCHY CO: Proposes to Offer $310M Of Senior Secured Notes
-------------------------------------------------------------
The McClatchy Company said it proposes to offer $310 million
aggregate principal amount of senior secured notes, subject to
market and other conditions.  The notes would be due in 2026 and
are to be offered and sold only to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended,
and outside the United States to non-U.S. persons pursuant to
Regulation S under the Securities Act.

The notes will be senior obligations of McClatchy and will be
guaranteed by certain of the Company's domestic subsidiaries.  The
notes and guarantees will be secured by a first-priority lien on
certain of the Company's and the subsidiary guarantors' assets and
by second-priority-liens on certain of the Company's and the
subsidiary guarantors' other assets.  Interest on the notes will be
payable semi-annually.  McClatchy intends to use the net proceeds
of the offering, together with cash available under a new proposed
asset based revolving credit facility, junior lien term loan
financing and cash on hand, to fund transaction related expenses
and the satisfaction and discharge and redemption of all of its
outstanding 9.0% Senior Secured Notes due 2022.

The notes have not been registered under the Securities Act or any
state securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from such
registration requirements.

                         About McClatchy

The McClatchy Company operates 30 media companies in 14 states,
providing each of its communities with news and advertising
services in a wide array of digital and print formats.  McClatchy
is a publisher of iconic brands such as the Miami Herald, The
Kansas City Star, The Sacramento Bee, The Charlotte Observer, The
(Raleigh) News & Observer, and the (Fort Worth) Star-Telegram.
McClatchy is headquartered in Sacramento, Calif., and listed on the
New York Stock Exchange American under the symbol MNI.

McClatchy incurred a net loss of $332.4 million for the year ended
Dec. 31, 2017, following a net loss of $34.19 for the year ended
Dec. 25, 2016.  As of April 1, 2018, McClatchy had $1.38 billion in
total assets, $1.62 billion in total liabilities and a
stockholders' deficit of $239.95 million.

                           *    *    *

As reported by the TCR on March 30, 2018, S&P Global Ratings
lowered its corporate credit rating on Sacramento, Calif.-based The
McClatchy Co. to 'CCC+' from 'B-'.  The rating outlook is stable.
"The downgrade reflects our view that McClatchy's capital structure
is unsustainable at current leverage and discretionary cash flow
(DCF) levels.  Still, we don't expect a default to occur during the
next 12 months.  McClatchy has no imminent liquidity concerns, full
availability on its $65 million revolving credit facility due 2019,
low capital expenditures, and it generates positive DCF.

McClatchy continues to hold Moody's Investors Service's "Caa1"
corporate family rating.  In December 2015, Moody's affirmed the
"Caa1" corporate family rating rating and changed the rating
outlook to stable from positive due to continued weakness in the
print advertising market and the ongoing pressure on the company's
operating cash-flow.  McClatchy's "Caa1" Corporate Family Rating
reflects persistent revenue pressure on the company's newspaper and
print operations, reliance on cyclical advertising spending, and
its high leverage including a large underfunded pension.


MCCLATCHY CO: S&P Rates $310MM Senior Secured Notes 'B-'
--------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating and '2'
recovery rating to The McClatchy Co.'s (CCC+/Stable/--) proposed
$310 million senior secured notes. The '2' recovery rating
indicates S&P's expectation of substantial recovery (70%-90%;
rounded estimate: 85%) of principal in the event of a payment
default.

The company will use the proceeds from the new notes to help
refinance its outstanding $344.1 million senior secured notes due
in 2022. S&P expects the refinancing will extend the maturity date
on the notes to 2026. As part of the transaction, McClatchy will
also refinance its $65 million revolving credit facility due in
2019 with a new $65 million asset-based lending (ABL) revolving
credit facility due in 2023 (unrated).

In conjunction with the refinancing of the senior secured notes,
McClatchy has an agreement with a lender to refinance $275.5
million of the $365.4 million outstanding on its senior unsecured
debentures due in 2027 and 2029. The new debt will consist of a
$157.1 million tranche A term loan facility due in 2030 (unrated)
and a $193.5 million tranche B term loan facility due in 2031
(unrated). A portion of the proceeds will help repay the
outstanding $344.1 million senior secured notes due in 2022. The
ratings on the remaining senior unsecured debentures due in 2027
($7.1 million outstanding) and 2029 ($82.8 million outstanding) are
unchanged, including the 'CCC-' issue-level rating and '6' recovery
rating. The '6' recovery rating indicates S&P's expectation of
negligible recovery (0%-10%; rounded estimate: 0%) of principal in
the event of a payment default.

S&P said, "Our 'CCC+' issuer credit rating on The McClatchy Co. is
unchanged because this transaction slightly increases leverage, and
we continue to view the company's capital structure as
unsustainable." This is due to its exposure to the secular decline
of print advertising revenue and circulation volume with adjusted
leverage in the 10x area and limited discretionary cash flow
generation.

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors:

S&P said, "Our simulated default scenario contemplates a
hypothetical default in 2021 as a result of the shift away from
advertising in newspapers, accelerated circulation declines, and
increased pressure from both traditional and internet competitors.
We assume McClatchy's digital revenues fail to increase as expected
and management cannot reduce costs sufficiently to offset the
revenue declines."

McClatchy's pro forma debt capitalization at closing of the
refinancing transaction consists of a $65 million ABL revolving
credit facility due in 2023 (unrated), $310 million first-lien
senior secured notes, $157.1 million tranche A term loan due in
2030 (unrated), $193.5 million tranche B term loan due in 2031
(unrated), $7.1 million outstanding 7.15% senior unsecured
debentures due in 2027, and $82.8 million outstanding 6.875% senior
unsecured debentures due in 2029. The company also has a separate
$35 million letter of credit agreement (unrated; about $30 million
outstanding and cash collateralized at 100%).

S&P values the company as a going concern using a 4x multiple of
its projected emergence EBITDA, in line with newspaper publishing
peers.

The new first-lien senior secured notes are secured by a lien on
substantially all assets except collateral on the ABL (primarily
accounts receivable and inventory), on which it has second-lien
security.

The new tranche A term loan is secured by a junior lien on to the
new first-lien senior secured noteholders. The new tranche B term
loan is secured by a lien junior to the tranche A term lenders.

Simulated default assumptions:

-- Simulated year of default: 2021
-- EBITDA at emergence: about $70 million
-- EBITDA multiple: 4x
-- ABL revolving credit facility: 60% drawn
-- Pension liabilities are rejected in bankruptcy and treated as
unsecured claims
-- An additional $50 million of value attributed to the company's
real estate assets

Simplified waterfall:

-- Net enterprise value (after 5% administrative costs and
priority revolving credit facility recoveries): about $280 million
-- Senior secured first-lien debt: about $325 million
    -- Recovery expectations: 70%-90% (rounded estimate: 85%)
-- Total unsecured claims: about $1.105 billion
    -- Recovery expectations: 0%-10% (rounded estimate: 0%)
All debt amounts include six months of prepetition interest.

  RATINGS LIST

  The McClatchy Co.
   Corporate Credit Rating       CCC+/Stable/--

  New Rating

  The McClatchy Co.
   Senior Secured
    $310 mil notes due 2026      B-
     Recovery Rating             2(85%)


MCDERMOTT INT'L: Egan-Jones Lowers Senior Unsecured Ratings to B+
-----------------------------------------------------------------
Egan-Jones Ratings Company, on June 21, 2018, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by McDermott International, Inc. to B+ from BB-.

McDermott International, Inc. is an American multinational
engineering, procurement, construction and installation company
with operations in the Americas, Middle East, the Caspian Sea and
the Pacific Rim.


MEDAPOINT INC: $200K Sale of All Assets to DIP Lender Approved
--------------------------------------------------------------
Judge Tony M. Davis of the U.S. Bankruptcy Court for the Western
District of Texas authorized Medapoint, Inc.'s sale of
substantially all assets to MedaPoint D.I.P. Financing SPV, LLC
("DIP Lender") or its assignee, MP Cloud Technologies, Inc.
("MPCT") for $200,000 plus the assumption of the assumed
liabilities.

The Court held the Auction of the Debtor's assets in which the DIP
Lender was the sole and prevailing bidder.  The purchase of the
Debtor's assets by the DIP Lender under the terms of the Asset
Purchase Agreement was negotiated, proposed, and entered into by
the Debtor, the DIP Lender, and MPCT without collusion and in good
faith.

The DIP Lender has entered into an agreement with MPCT under which
the DIP Lender has authorized the assignment all of the assets
being conveyed under the Asset Purchase Agreement directly from the
Debtor to MPCT.

The sale is free and clear of Claims and Interests.

The Court approved the assumption by the Debtor of the Logicworks
Contract and the assignment to, and assumption of the Logicworks
Contract by, MPCT.  Under the Logicworks Contract, the Debtor owes
Logicworks approximately $492,803, consisting of $439,755 of unpaid
prepetition charges as of July 17, 2017 and approximately $53,048
in unpaid postpetition charges.  Logicworks has agreed to accept
MPCT's assumption of the obligations of the Asset Purchase
Agreement and other ancillary agreements executed by and between
Logicworks and MPCT as "cure" for the Debtor's defaults under the
Logicworks Contract and adequate assurance of future performance.

The Court approved the assumption by the Debtor of the Change
Healthcare Contract and the assignment to, and assumption of the
Change Healthcare Contract by, MPCT.  Change Healthcare has agreed
to accept MPCT's assumption of the obligations set forth in the
Asset Purchase Agreement and the Consent to Assignment executed by
and between Change Healtchare and MPCT as "cure" for the Debtor's
defaults under the Change Healthcare Contract and adequate
assurance of future performance.

MPCT will assume the Debtor's postpetition salary and/or wage
obligations to its employees arising between the Petition Date and
the Closing Date, excluding any obligations owed under any Employee
Benefit Plan (as defined in the Asset Purchase Agreement).

Within five business days of Closing, MPCT will pay the Travis
County Tax Assessor $687 in full satisfaction of personal property
taxes owed by the Debtor for the tax years of 2016 and 2017.
Notwithstanding any other provisions of the Order, any liens
arising from personal property taxes owed by the Debtor for the tax
year of 2018 will ride through the sale to MPCT, and will not be
extinguished under section 363 of the Bankruptcy Code.

The Sale Order will take effect immediately and will not be stayed
pursuant to Bankruptcy Rules 6004(h), 6006(d), 7062, 9014, or
otherwise.  The Debtor, the DIP Lender, and MPCT are authorized to
close the sale immediately upon entry of the Order.

A copy of the APA attached to the Order is available for free at:

   http://bankrupt.com/misc/Medapoint_Inc_167_Order.pdf

                      About Medapoint Inc.

Founded in 2009 and based in Austin, Texas, Medapoint, Inc.,
provides software solutions.  The applications support more than
1,500 private and municipal providers of emergency medical services
(EMS) throughout the United States, including one of the nation's
leading private ambulance services, which provides more than 1.5
million transports annually.

Medapoint, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-10876) on July 17,
2017.  In the petition signed by Eric J. Becker, its president, CEO
and director, the Debtor estimated assets and liabilities of $1
million to $10 million.

Judge Tony M. Davis presides over the case.

The Debtor tapped Spector & Johnson PLLC as legal counsel; K&L
Gates as special counsel; and Match Point Partners LLC as
investment banker.


MGM GROWTH: S&P Rates $200MM Senior Secured Debt Due 2023 'BB+'
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '1'
recovery rating to Las Vegas-based casino resort owner MGM Growth
Properties Operating Partnership L.P.'s (MGP; a subsidiary of MGM
Growth Properties LLC) $200 million senior secured delayed draw
term loan A due 2023. S&P said, "The '1' recovery rating indicates
our expectation for very high recovery (90%-100%; rounded estimate:
95%) for lenders in the event of a payment default. Our existing
'BB+' issue-level and '1' recovery ratings on the company's
revolver and term loan A are unchanged. MGP recently amended its
credit agreement to increase the size of its revolving credit
facility to $1.35 billion from $600 million, extend the maturity of
its revolver and term loan A to 2023 from 2021, and to add a
delayed-draw term loan commitment."

S&P expects the company to use the proceeds from the delayed-draw
term loan, along with borrowings from its revolver and cash from
its balance sheet, to fund its recently announced $1.06 billion
acquisition of the Hard Rock Rocksino Northfield Park and its
acquisition of the real estate assets of Empire City Casino.

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

-- S&P's '1' recovery rating on MGP's senior secured debt and its
'3' recovery rating on its senior unsecured debt remain unchanged.

-- S&P said, "Our simulated default scenario contemplates a
payment default occurring in 2022 (in line with our four-year
default horizon for 'BB-' rated issuers) reflecting a significant
deterioration in tenant MGM Resorts' operating results coupled with
a major disruption in the debt and equity markets. We assume that
MGM Resorts' cash flows will be reduced by prolonged economic
weakness and increased competitive pressures, particularly in Las
Vegas. In our simulated default scenario, we expect MGM Resorts to
continue to make its rent payments, reflecting the priority
position of the rent payments that MGP receives from MGM Resorts.
However, because of MGM Resorts' lower cash flow, we assume that
the company would be able to renegotiate and reduce its rent
payments to MGP."

-- S&P used an income capitalization approach in its recovery
analysis and assume that MGP is reorganized or sold as a going
concern. S&P uses a 12.4% distressed blended capitalization rate.

-- S&P said, "We assume MGP's $1.35 billion revolving credit
facility would be about two-thirds drawn at the time of default. We
assume that MGP would be able to cover most of its debt service and
other capital requirements despite the lower rent payments by MGM
Resorts. Therefore, we assume that the revolving facility
borrowings are used to fund the acquisition of the Hard Rock
Rocksino and the real estate assets of Empire City."

-- S&P said, "We value MGP based on net operating income (NOI) of
about $620 million at emergence. This reflects a 30%-35% stress to
S&P Global Ratings' estimated pro forma 2018 NOI level of about
$910 million. Our assumed emergence NOI incorporates about $770
million in base rent from the MGM master lease portfolio, $50
million in rent from Empire City, plus about $90 million in assumed
EBITDA from the Hard Rock Rocksino. Although we expect MGP to sell
the operations and retain only the real estate, we are valuing the
casino based on our estimate of its EBITDA rather than the expected
rent payment because MGP has not yet entered into an agreement to
sell the operations."

-- S&P subtracts additional property costs of 5% of gross recovery
value to reflect the added costs that MGP may incur as a result of
MGM Resorts being in default.

-- S&P assumes administrative claims total 5% of gross recovery
value after property costs.

Simplified waterfall

-- NOI at emergence: $620 million
-- Blended capitalization rate: 12.4%
-- Gross recovery value: $5.0 billion
-- Net recovery value (after 5% additional property costs and 5%
administrative expenses): $4.5 billion
-- Estimated senior secured claims: $3.2 billion
-- Value available for senior secured claims: $4.5 billion
    --Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Estimated senior unsecured claims: $1.9 billion
-- Value available for senior unsecured claims: $1.3 billion
    --Recovery expectations: 50%-70% (rounded estimate: 65%)
Note: All debt amounts include six months of prepetition interest.

  RATINGS LIST

  MGM Growth Properties LLC
   Corporate Credit Rating       BB-/Stable/--

  New Rating
  
  MGM Growth Properties Operating Partnership L.P.
   Senior Secured
    $200M Delayed Draw Term
    Loan A Due 2023              BB+
     Recovery Rating             1(95%)


MIAMI INTERNATIONAL: Delays Plan Until After Passage of Bar Dates
-----------------------------------------------------------------
Miami International Medical Center, LLC, doing business as The
Miami Medical Center, asks the U.S. Bankruptcy Court for the
Southern District of Florida for 60-day extension of the time
period during which the Debtor will have the exclusive right to
file a plan from July 9, 2018 to and including Sept. 7, 2018; and
to solicit acceptances for such plan from Sept. 5, 2018 to and
including Nov. 5, 2018.

Pursuant to the Bar Date Notice, the general bar date for entities
to file proofs of claim is July 17, 2018.  The General Bar Date
falls 10 days after the current deadline of July 9, 2018 for the
Debtor to file a proposed plan.

In addition, the Bar Date Notice set a deadline of September 5,
2018 for governmental units to file proofs of claim. The
Governmental Bar Date falls almost two months after the current
deadline of July 9, 2018 for the Debtor to file a proposed plan.
Presently, 105 proofs of claim have been filed.

Significantly, the Debtor notes that the Bar Dates will not occur
until after the current exclusivity termination date of July 9,
2018. Thus, in order for the Debtor to provide adequate information
regarding expected distributions to creditors in the disclosure
statement to be filed by the Debtor, the Debtor submits that it is
necessary to extend the Exclusivity Period and Acceptance Period
until after the passage of the Bar Dates to provide the Debtor
sufficient time to review and analyze the claims that are filed to
determine the proper amounts of such claims for inclusion in the
disclosure statement.

The Debtor submits that it is paying its post-petition obligations
in a timely fashion consistent with its Court approved DIP
Financing. The Debtor has been managing its business effectively
and preserving the value of its assets for the benefit of all
creditors. Accordingly, the Debtor submits that cause exists to
extend the Exclusivity Period.

In addition, the Debtor has made good faith progress towards the
resolution of this proceeding.  The Debtor is in meaningful
discussions and negotiations with the Creditors Committee regarding
the sale and the Debtor needs additional time to continue and
finalize these negotiations as part of the plan process.

Moreover, the Debtor contends that its bankruptcy case is a little
over three months old and this is the Debtor's first request for an
extension of the exclusive periods.  

The Debtor believes that no party in interest will be prejudiced by
the requested extension of the exclusive periods.  The Debtor
claims that the requested extension is reasonable given the
Debtor's progress to date and the current posture of this chapter
11 case.  The Debtor believes that the proposed extensions of the
Exclusivity Period and Acceptance Period will advance its efforts
to confirm a plan as expeditiously as possible and bring this case
to a resolution.

              About Miami International Medical Center

Miami International Medical Center, LLC, which does business under
the name The Miami Medical Center --
http://www.miamimedicalcenter.com/-- is a 67-bed hospital located
at 5959 N.W. Seventh St. Miami, Florida.  The hospital temporarily
suspended all health care services effective Oct. 30, 2017.

Miami International Medical Center sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-12741) on
March 9, 2018.  In the petition signed by Jeffrey Mason, chief
administrative officer, the Debtor disclosed $21.39 million in
assets and $67.27 million in liabilities.  Judge Laurel M. Isicoff
presides over the case.  Meland Russin & Budwick, P.A., is the
Debtor's bankruptcy counsel.


MICHELE MAYER: $110K Short Sale of Ivanhoe Property to Home Okayed
------------------------------------------------------------------
Judge Louise D. Adler of the U.S. Bankruptcy Court for the Southern
District of California authorized Michele Ann Mayer's short sale of
the real property located at 15851 Edmiston Ave, Ivanhoe,
California to Home Helpers Group Partners, LLC, for $110,000.

The sale is authorized only upon written approval and consent from
all secured lienholders.

The Debtor is authorized to pay commissions, fees, and costs
relating to the sale in an amount not exceeding $3,858.

The 14-day stay of Federal Rule of Bankruptcy Procedure 6004(h) is
waived and the Debtor is authorized to complete the short sale
immediately upon entry of the Order.

                     About Michele Mayer

Lakeside, California-based Michele Ann Mayer sought Chapter 11
protection (Bankr. S.D. Cal. Case No. 16-07171) on Nov. 25, 2016.
The Debtor tapped Andrew Moher, Esq., at Moher Law Group, as
counsel.  She also engaged Cindy Coray and Modern Broker as her
real estate broker through Aug. 31, 2018.


MITEL NETWORKS: S&P Cuts Corp. Credit Rating to 'B', Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings said it lowered its long-term corporate credit
rating on Ottawa-based business communication and software service
provider Mitel Networks Corp. to 'B' from 'B+'. At the same time,
S&P Global Ratings removed all of its ratings on the company from
CreditWatch, where they were placed with negative implications
April 25. The outlook is stable.

At the same time, S&P Global Ratings assigned its 'B' long-term
corporate credit rating to Mitel's ultimate parent MLN UK HoldCo
Ltd.

S&P Global Ratings also assigned its 'B' issue-level rating and '3'
recovery rating to Mitel's proposed first-lien senior secured debt
consisting of a US$100 million revolving credit facility (RCF) due
2023 and a US$1.020 billion term loan B due 2025. A '3' recovery
rating indicates our expectation of meaningful (50%-70%; rounded
estimate 55%) recovery in a default scenario. In addition, S&P
Global Ratings assigned its 'CCC+' issue-level rating and '6'
recovery rating to the company's proposed US$360 million
second-lien senior secured term loan due 2026. A '6' recovery
rating indicates an expectation of negligible (0%-10%; rounded
estimate 0%) recovery in a default scenario.

Finally, S&P Global Ratings will withdraw its long-term corporate
credit rating at Mitel Networks Corp.at the close of this
transaction.

S&P said, "The downgrade follows increased leverage of about 7.2x
in 2018 compared with our previous forecasts of 3.5x-4.0x in the
same period. The proposed sale to financial sponsor Searchlight
Capital Partners (SCP) will add about US$750 million of
balance-sheet debt to Mitel, which has a pro forma S&P Global
Ratings adjusted EBITDA base of about US$215 million in 2018, thus
significantly weakening the company's leverage metrics. Pro forma
for the transaction, S&P Global Ratings' adjusted debt-to-EBITDA
ratio will be almost double its original expectations, gradually
improving to 6.0x-6.5x in 2019, as the company realizes cost
synergies and topline growth from its cloud offering.

"The new capital structure also increases interest costs by about
US$50 million per year, which could limit the company's financial
flexibility. Nevertheless, we still expect at least US$60 million
of annual free operating cash flow (FOCF), which we view to be
credit supportive for the rating and our stable outlook.

"The stable outlook reflects our view that Mitel's credit metrics
will improve over the next 12-18 months driven by the company's
transition to cloud-based offerings and Mitel's ability to realize
cost synergies that will lead to margin expansion and EBITDA
growth. As a result, we expect the company to improve its adjusted
debt-to-EBITDA ratio  to the 6.0x-6.5x area through 2019. Our
rating also incorporates our view of the company's financial
sponsor ownership, which will dictate Mitel's financial policy in
terms of shareholder remuneration ahead of debt repayment leading
to credit measures remaining above 6.0x.

"We could lower the rating in the next 12 months if Mitel is unable
to realize its synergies such that weaker earnings would lead
adjusted debt-to-EBITDA remaining above 7.0x or adjusted
FOCF-to-debt would drop and stay below 3%. We could also lower our
ratings if it appears likely that the company will pursue an
aggressive financial policy or draw on its revolver such that it
does not have a covenant cushion of at least 15%.

"We are unlikely to raise our rating on Mitel over the next 12
months based on our expectation that the company's adjusted
debt-to-EBITDA will remain above 6x. Nevertheless, we could raise
the rating if Mitel's adjusted debt-to-EBITDA falls below 5x along
with FOCF-to-debt sustained above 10%. At the same time, we would
also expect the financial sponsor to demonstrate and commit to a
conservative financial policy such that credit measures remain
below 5x."


MLN US: Moody's Assigns B3 Corp. Family Rating, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service assigned ratings to MLN US Holdco LLC
(MLN) consisting of a B3 corporate family rating (CFR), B3-PD
probability of default rating (PDR), B2 ratings to the company's
new senior secured revolving credit facility and senior secured
first lien term loan, and a Caa2 rating to the new senior secured
second lien term loan. The ratings outlook is stable. MLN is a
newly formed acquisition vehicle by Searchlight Capital Partners,
L.P. (Searchlight), a private equity firm, to acquire Mitel
Networks Corporation (Mitel).

When the going private transaction closes, Moody's will withdraw
all the existing ratings of Mitel including the B2 CFR, B3-PD PDR,
B1 senior secured credit facilities ratings, and SGL-2 speculative
grade liquidity rating. Moody's will also withdraw the ratings
outlook. The ratings are currently under review for downgrade,
which was initiated on April 25, 2018 when Mitel announced that it
is being acquired by Searchlight for about $2 billion.

Net proceeds from a new $1.02 billion first lien term loan and new
$360 million second lien term loan, together with $700 million of
common equity contributed by Searchlight, will be used to fund the
purchase of Mitel. A new $100 million revolving credit facility is
not expected to be drawn at close. The purchase price includes
Mitel's existing debt of about $615 million, which will be repaid
at close.

"MLN's B3 CFR is driven by leverage of 6.8x, declining revenue in
the company's core business and execution risk associated with
growing the cloud business", said Peter Adu, a Moody's Vice
President and Senior Analyst.

Ratings Assigned:

Issuer: MLN US Holdco LLC

Corporate Family Rating, B3

Probability of Default Rating, B3-PD

$100 million Gtd senior secured first lien revolving credit
facility due 2023, B2 (LGD3)

$1,020 million Gtd senior secured first lien term loan due 2025, B2
(LGD3)

$360 million Gtd senior secured second lien term loan due 2026,
Caa2 (LGD5)

Outlook Actions:

Outlook, Assigned Stable

RATINGS RATIONALE

MLN's B3 CFR is constrained by: (1) its elevated leverage (adjusted
Debt/EBITDA) of 6.8x at LTM Q5/2018 (pro forma for ShoreTel
synergies and new capital structure), together with Moody's
expectation that the metric will settle towards 6x in the next 12
to 18 months; (2) declining revenue in its core premise-based PBX
telecom business; (3) vulnerability to competition from larger
players; and (4) ownership by private equity, which could alter the
company's deleveraging track record. The company benefits from: (1)
improved market position and business diversity following
acquisitions; (2) growing recurring revenue that will drive revenue
stability and visibility; (3) positive free cash flow generating
capacity due to the low capital intensity of its businesses; and
(4) favorable long-term market growth potential due to an aging
installed base and low cloud penetration.

The revolving credit facility and the first lien term loan are
rated B2, one notch above the CFR, as they benefit from first
security interest in assets as well as loss absorption cushion
provided by the second lien term loan. The second lien term loan is
rated at Caa2, two notches below the CFR, to reflect the
substantial amount of debt ranking above it in the debt capital
structure.

MLN has good liquidity. Sources exceed $140 million compared to
uses of about $10 million in the form of term loan amortization for
the next four quarters. The company's liquidity is supported by
cash of $40 million when the transaction closes, about $90 million
of availability after letters of credit under its new $100 million
revolver due in 2023, and Moody's expected free cash flow around
$10 million in the next four quarters. Moody's lower free cash flow
expectation is driven mainly by higher interest payments associated
with the new capital structure and upfront costs required to
generate the ShoreTel synergies. Moody's believes the company has
capacity to generate about $90 million of annual free cash flow
starting with 2020. The revolving credit facility will have no
applicable financial covenant unless drawings exceed a certain
threshold, at which point a first lien leverage covenant comes into
effect. Moody's does not expect the covenant to be applicable in
the next four quarters. MLN has limited ability to generate
liquidity from asset sales as its assets are encumbered and not
readily divisible.

The outlook is stable because Moody's expects acquisition synergies
to drive EBITDA expansion and allow MLN to improve its credit
metrics through the next 12 to 18 months while maintaining its good
liquidity.

To consider a rating upgrade, MLN will be required to maintain good
liquidity and sustain adjusted Debt/EBITDA towards 5.5x (pro forma
6.8x for LTM 05/2018) and EBIT/Interest above 1.5x (pro forma 0.7x
for LTM 05/2018). The rating could be downgraded if MLN's liquidity
worsens, possibly due to negative free cash flow generation on a
consistent basis or if adjusted Debt/EBITDA rises towards 7.5x (pro
forma 6.8x for LTM 05/2018).

The principal methodology used in these ratings was Diversified
Technology Rating Methodology published in December 2015.

MLN US Holdco LLC, headquartered in Ottawa, Canada, provides
business communication and collaboration software and services
across cloud and premised-based platforms to businesses of all
sizes. Revenue for the last twelve months ended May 31, 2018 was
about $1.3 billion.






NATHAN'S FAMOUS: Egan-Jones Lowers FC Sr. Unsecured Rating to B-
----------------------------------------------------------------
Egan-Jones Ratings Company, on June 22, 2018, downgraded the
foreign currency senior unsecured rating on debt issued by Nathan's
Famous, Incorporated to B- from B.

Headquartered in Jericho, New York, Nathan's Famous, Inc. is an
American company that operates a chain of fast food restaurants
specializing in hot dogs.


NEP GROUP: Fitch Assigns First-Time 'B+' LT IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has assigned a first-time Long-Term Issuer Default
Rating (LT IDR) of 'B+' to NEP Group, Inc. (NEP) and its
subsidiaries, NEP/NCP Holdco, Inc. and NEP Europe Finco B.V. Fitch
has also assigned a 'BB+'/'RR1' to the first lien credit facilities
and a 'B-'/'RR6' to the second lien facility. The Rating Outlook is
Stable.

The rating is driven by NEP upsizing its U.S. Term Loan B with a
$140 million add-on. Proceeds were used to term out existing
outstanding amounts under the $141.3 million first lien revolver,
replenishing the company's liquidity primarily to fund $153 million
in acquisitions expected to close during Q2 2018.

The ratings reflect the company's leading market position as a
global outsourced provider for broadcasts and live events and high
proportion of contracted revenues which provide significant cash
flow visibility. Fitch views positively NEP's concentration on
non-cyclical and growing end markets, specifically sports
programming which continues to deliver an aggregation of mass
audience in an increasingly fragmented media ecosystem. However,
the ratings are constrained by the company's ongoing acquisition
efforts, levered capital structure and expectations of negative FCF
deficits over the rating horizon.

Fitch highlights that while the FCF deficits are driven primarily
by the capital intensive nature of the business, capex is largely
associated with new contract wins and is therefore success-based.
The ratings incorporate expectations for moderating FCF deficits
over the forecast horizon as NEP continues to build scale through
organic contract wins and an aggressive acquisition strategy. While
Fitch views negatively NEP's elevated leverage, the company has a
track record of successfully delevering during periods of few to no
acquisitions.

KEY RATING DRIVERS

Leading Market Position: Fitch's ratings incorporate NEP's position
as the largest global outsourced provider of production solutions
for broadcasts and live events. The company provides the broadcast
equipment, post production, video display and software-based
creative technology to the largest live sports and entertainment
events including the NFL, Super Bowl, Wimbledon, The Grammys, and
the Oscars. NEP's asset and global client base enables the company
to sustain a competitive advantage. The company estimates their
broadcast services segment to be 8.0x the size of the next largest
competitor, but it is similarly size as peers operating in the live
events space.

Strong Revenue and Cash Flow Visibility: A significant portion of
NEP's revenues are derived from long-term contracts with clients
and generally range from three to 10 years with built in annual
approximately 3% price escalators and 'take or pay' terms. The
contracts are all event-based and cover specific events that recur
annually or throughout the year. The longer-term sports contracts
tend to be co-terminous with a network's broadcast rights for that
particular sport, while the entertainment events are shorter-term
in nature. Revenue is 75% recurring while most of the remaining 25%
is from relatively predictable live events.

Large and Growing End Markets: NEP focuses on the sports and
entertainment markets, which are both showing consistent growth.
Live sports programming remains one of the few opportunities to
generate large viewing audiences in an increasingly fragmented
media landscape. There continues to be an increase in value for
sports rights, sports-dedicated channels and hours spent watching
sports content. On the live events side, there has been a surge in
the absolute number of tours as artists compensate for losses in
recorded music revenue. Additionally, unscripted programming has
remained largely resilient to time-shifted and OTT viewing trends.
Aggressive Acquisition Strategy: NEP's growth is characterized by
strategic acquisitions, an important component to its growth
strategy. The company targets market leaders to penetrate a new
market and expand its global footprint and uses bolt-ons to expand
its suite of services in an established geography. In Q2 2018
alone, the company is expected to close on six acquisitions with an
aggregate purchase price of $152.6 million and incremental EBITDA
of $33 million. Fitch expects NEP to continue to make acquisitions
using cash and revolver borrowings. Fitch recognizes that
debt-funded acquisitions may slow delevering.

Capital Intensive Nature: NEP has historically operated at a
capital intensity level of approximately 20%. Most capex is
success-based, tied to contract wins and renewals that generate
revenue and cash flow growth. Upfront capex is required at contract
signing, and the company targets a payback period of two years for
live events and four years for broadcast services. In 2017,
annualized EBITDA associated with new wins was $12.3 million and
upfront capex was $27.3 million, implying a payback period of 2.2
years. While the company generally depreciates assets over a six-
to seven-year period, it is able to repurpose equipment well past
its depreciable asset life for second- and third-tier events.

Leveraged Capital Structure: At March 31, 2018, pro forma for the
$140 million term loan add-on and revolver repayment, as well as Q2
2018 acquisitions, gross leverage stood at 4.8x, down from 5.8x at
FYE 2017. Management has guided to a longer-term gross leverage
target of 4.0x but prioritizes global expansion and growth through
acquisitions. Fitch recognizes that any future acquisition activity
may slow the company's delevering plan as debt repayment is a
secondary goal. Historically, the company has a track record of
successfully delevering post-acquisitions mostly through EBITDA
growth.

DERIVATION SUMMARY

The ratings are driven by the company's elevated leverage and high
capex requirements leading to FCF deficits. However, Fitch also
highlights that capex is largely success-based and funnels into
future revenues and cash flows. The ratings also incorporate NEP's
ability to generate meaningful organic revenue growth driven by new
contract wins, 75% of which come from new events and 25% from
competition. The contractual nature of NEP's revenues drives strong
cash flow visibility and stability over the forecasting horizon.
Contracts range between three to 10 years with approximately 3%
price escalators built in and a take-or-pay nature.

Fitch expects FCF deficits to moderate as the company continues to
build scale through platform and bolt-on acquisitions and expand
its business globally. While the company prioritizes acquisitions,
which have historically been funded with debt, management has
guided to a long-term gross leverage target of 4.0x. In the past,
the company has been able to de-lever in periods of few to no
acquisitions.

NEP is 8.0x the size of its next largest competitor on the
broadcast solutions side and is of comparable size to peers
operating in the U.S. live events business. The company has gained
first-mover advantage in many of the markets abroad where only
small local players are present, providing strong defensibility and
high barriers to entry.

Additionally, the ratings incorporate the non-cyclical nature of
the live events and sports broadcasting industries, especially as
artists become increasingly reliant on touring to make up for loss
from album sales and sports broadcasting rights continues to gain
in value. Fitch views positively NEP's concentration to sports and
live events programming as this type of programming continues to
deliver an aggregation of mass audience in a media ecosystem that
has become increasingly fragmented. Fitch does not rate any of
NEP's direct competitors.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer

  - The company continues to be aggressive with platform and
bolt-on acquisitions to expand its global footprint and suite of
services in new geographies;

  - Broadcast Solutions is NEP's most acquisitive segment with
incremental pro forma 2018 revenue of approximately $105 million
while Live Events will generate incremental pro forma 2018 revenue
of approximately $25 million;

  - New contract wins assumed over forecast horizon including $25
million (75% from new events and 25% from competition) in 2018;

  - 3% annual price escalators built into long-term contracts to
offset inflation;

  - Summer Olympics in 2020 lead to spike in revenue growth. Fitch
expects an uptick similar to what was seen in 2018 Winter Olympics,
in-line with management expectations;

  - Margin stability in the mid-20% range supported by contract
terms which are structured to target a specified return on invested
capital (ROIC) and EBITDA level;

  - FCF deficit narrows in 2018 as company begins to build
meaningful scale through acquisitions and new contract wins;

  - Company continues to fund acquisitions with borrowings from the
revolver and term loan add-ons.

The recovery analysis assumes that NEP would be considered a
going-concern in bankruptcy and that the company would be
reorganized rather than liquidated. Fitch has assumed a 10%
administrative claim. Fitch estimates an adjusted distressed
enterprise valuation of $1,452 million using a 5.5x multiple and
$264 million in EBITDA (going concern).

Fitch's recovery analysis contemplates insolvency resulting from
inadequate liquidity amid recessionary stress. In this scenario,
Fitch assumed that the company is unable to integrate the large
number of acquisitions into the business, leading to depressed
EBITDA and an unsustainable capital structure.

Fitch notes that NEP has a meaningful amount of tangible assets and
that net PPE is understated. While the company depreciates assets
over a approximately six- to seven-year period, it is able to
repurpose equipment past its depreciable asset life for second and
third-tier events. For example, cameras purchased 15 years ago are
still being used for smaller events.

NEP has acquired $153 million of EBITDA at an average of 5.4x since
2012. The company's platform acquisitions are transacted on average
between 4.8x-6.0x, while its smaller bolt-on acquisitions close in
the range of 3.5x-4.5x. Most recently, Bexel was acquired by NEP at
4.4x EV/EBITDA in August 2017 and Avesco in January 2017 at 4.7x.
While the transaction multiples are lower than the 5.5x used for
NEP, these targets operated on a smaller scale with a
less-developed footprint than NEP.

The recovery analysis assumes that the full $141.3 million is drawn
on the first lien revolver. The recovery analysis implies a
'BB+'/'RR1' rating with 91% recovery on the senior first lien
secured debt and a 'B-'/'RR6' with no recovery on the senior second
lien secured debt.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

  -- Unlikely in the near term;

  -- Management commitment to and sustained track record of
de-levering to 4.0x could lead to a positive rating action in
addition to FCF turning meaningfully positive for at least 18-24
months.

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

  -- Leverage sustained over 5.5x due to poor integration and/or
additional debt-funded acquisitions could negatively impact the
rating;

  -- The company making another large dividend payment exacerbating
FCF deficit would also pressure ratings.

LIQUIDITY

Fitch believes that NEP has adequate liquidity. It improved
following the term-out of revolver borrowings in January 2018. NEP
had $56 million of cash balances at March 31, 2018 pro forma for
the new $140 million first lien term loan add-on. The proceeds of
the loan were used to term out $99.5 million in borrowings under
the revolver, which is used to fund acquisitions and new contract
wins. The company had FCF deficits of $48 million during the
trailing 12-month period ended March 31, 2018 given high capex
requirements associated with new contracts. NEP has no material
maturities until July 2022 when the $835 million term loan B comes
due. Fitch believes near-term liquidity is sufficient to meet
annual cash interest and amortization payments.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following first-time ratings:

NEP Group, Inc.

  -- Long-Term IDR at 'B+'.

NEP/NCP Holdco, Inc.

  -- Long-Term IDR at 'B+';

  -- First Lien Revolver and Term Loan at 'BB+'/'RR1';

  -- Second Lien Term Loan at 'B-'/'RR6'.

NEP Europe Finco B.V.

  -- Long-Term IDR at 'B+';

  -- First Lien Term Loan at 'BB+/RR1.

The Rating Outlook is Stable.


NEWTON FALLS: Moody's Cuts GOULT Rating to Ba1, Outlook Negative
----------------------------------------------------------------
Moody's Investors Service has downgraded Newton Falls Exempted
Village School District, OH's general obligation unlimited tax
(GOULT) rating to Ba1 from Baa3. The outlook is negative. The
district has $1.6 million of GOULT debt outstanding.

RATINGS RATIONALE

The downgrade of the GOULT rating to Ba1 from Baa3 reflects the
district's persistently narrow reserve position, which will likely
decline over the near term due to growing expenditures and stagnant
revenues. Additionally incorporated into the rating is weak voter
support for new taxes, on which the district is relying to balance
operations moving forward. The district's weak demographic trends
and high pension burden are also reflected into the rating.
Positively, the district's debt burden is low.

RATING OUTLOOK

The negative outlook reflects the district's projected operating
deficits which will further erode already narrow reserves. While
management intends to balance operations by seeking voter approval
of new revenues, district voters have been reluctant to support new
money levy requests.

FACTORS THAT COULD LEAD TO AN UPGRADE

Sustained growth in reserves

Significant expansion of the tax base and improvement in enrollment
trends

FACTORS THAT COULD LEAD TO A DOWNGRADE

Further declines in reserves

Declines in the tax base or continuation of enrollment loss

LEGAL SECURITY

The district's GOULT bonds are secured by a dedicated, voter
approved property tax levy that is unlimited by rate or amount.

PROFILE

Newton Falls Exempted Village School District is located 25 miles
northwest of Youngstown in Trumbull County. The district provides
kindergarten through 12th grade education for approximately 1,000
students. The district's estimated population was approximately
8,300 as of 2016.


NIGHTHAWK ROYALTIES: Sale of All Nighthawk Production Assets Okayed
-------------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized the bidding procedures of Nighthawk
Royalties, LLC and its affiliates in connection with the sale of
substantially all assets of Nighthawk Production, LLC to Polaris
Production, LLC, subject to overbid.

The Bid Protections are approved in their entirety, including,
without limitation, the right to a Break-Up Fee in the amount of
$540,000, plus an Expense Reimbursement for up to $300,000.  Except
as expressly provided for herein, no other Bid Protections are
authorized or permitted under the Order.

The Debtors are authorized to pay the Break-Up Fee and Expenses
Reimbursement, to the extent payable under the Purchase Agreement,
without further order of the Court.

As further described in the Bid Procedures, the Bid Deadline is
June 22, 2018 at 4:00 p.m. (ET).  The Debtors are authorized to
conduct the Auction in the event they receive one or more timely
and acceptable Qualified Bids.  The Auction will take place on June
26, 2018 at 10:00 a.m. (ET) at the offices of Greenberg Traurig,
LLP, MetLife Building 200 Park Avenue, New York, NY 10166, or such
other place and time as the Debtors will notify all parties in
interest attending the Auction.  The Auction will be conducted in
accordance with the Bid Procedures and openly.  The Bidding at the
Auction will be transcribed.

The Sale Hearing will be held before this Court on June 28, 2018 at
12:00 noon (ET) or as soon thereafter as counsel and interested
parties may be heard.  The Sale Objection Deadline is June 22, 2018
at 4:00 p.m. (ET).

On three business days after entry of the Bid Procedures Order, or
as soon thereafter as such parties can be identified, the Debtors
will cause the Notice of Bid Procedures, Auction Date and Sale
Hearing upon all such notice parties.  On three business days after
entry of the Bid Procedures Order, the Debtors will serve the
Notice of Bid Procedures, Auction Date and Sale Hearing on all
known creditors of the Debtors.

On seven days after entry of the Bid Procedures Order, subject to
applicable submission deadlines, the Debtors will publish an
abbreviated version of the Notice of Bid Procedures, Auction Date
and Sale Hearing once in one or more regional and/or national
publications that the Debtors, in their business judgment, deem
appropriate.

On three business days after the entry of the Bidding Procedures
Order, the Debtors will serve the Hard Consents Notice.

On three business days after the entry of the Bid Procedures Order,
the Debtors will serve the Preferential Rights Notice.

On three business days after the entry of the Bid Procedures Order,
the Debtors will serve the Notice of Assumption and Assignment.

The Contract Objection Deadline is June 22, 2018 at 4:00 p.m.
(ET).

The stays provided for in Bankruptcy Rules 6004(h) and 6006(d) are
waived and the Bid Procedures Order will be effective immediately
upon its entry.  All time periods set forth in the Bid Procedures
Order will be calculated in accordance with Bankruptcy Rule
9006(a).

                    About Nighthawk Energy

Nighthawk Energy -- http://www.nighthawkenergy.com/-- is an
independent oil and natural gas company operating in the
Denver-Julesburg (DJ) Basin of Colorado, USA.  Nighthawk Energy and
affiliate Nighthawk Royalties LLC are the direct and ultimate
parent entities of non-debtors Nighthawk Production LLC and
OilQuest USA, LLC. The sole or primary operating entity of the
Debtors is Nighthawk Production, an oil and gas exploration company
which is organized under Delaware law and based in Denver,
Colorado.  Production's principal business activity is the
exploration for, as well as the development and sale of,
hydrocarbons, operating solely in the state of Colorado where it
holds interests in over 150,000 net mineral acres in and around
Lincoln County.  Nighthawk's common shares are publicly listed on
the London Stock Exchange (LSE:HAWK).  

Debtors Nighthawk Royalties and Nighthawk Energy sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 18-10989) on April 30,
2018.  

In the petitions signed by Rick McCullough, president, Nighthawk
Royalties estimated at least $50,000 in assets and $10 million to
$50 million in liabilities, while Nighthawk Energy estimated
$100,000 to $500,000 in assets and $10 million to $50 million in
liabilities.

The cases are assigned to Judge Brendan Linehan Shannon.

The Debtors employed Greenberg Traurig, LLP as counsel; SSG
Advisors, LLC, as investment banker; and JND Corporate
Restructuring as claims Agent.


NORTHWEST HARDWOODS: S&P Alters Outlook to Stable & Affirms B- CCR
------------------------------------------------------------------
S&P Global Ratings revised its outlook on Tacoma, Wash.-based
Northwest Hardwoods Inc. to stable from negative and affirmed its
'B-' corporate credit rating on the company. The outlook is
stable.

S&P said, "At the same time, we affirmed our 'B-' issue-level
rating on the company's senior secured notes due 2021. The '4'
recovery rating is unchanged and reflects our expectation for
average (30%-50%; rounded estimate: 40%) recovery in the event of
default.

"We have revised the rating outlook on Northwest Hardwoods
following moderate leverage improvement during the past 12 months
as well as the extension of its asset-based lending (ABL) facility.
Access to raw materials, a major headwind for the company in 2016
and 2017, has improved, which has helped support volume and EBITDA
growth. Pricing has also improved along with strong demand for
lumber, specifically in the western region of the U.S., where the
company enjoys a competitive advantage as the largest producer.

"The outlook is stable based on our expectation that leverage will
slightly improve in 2018 but remain over 8x. Fundamentals for the
business improved in the back half of 2017 but not to the extent to
meaningfully improve EBITDA.

"We could take a negative rating action in the next 12 months if
EBITDA declined to $40 million, causing EBITDA interest coverage to
decline to approximately 1.25x. This scenario could occur if
availability of raw materials declined, end-market demand weakened
due to lower consumer spending on residential improvements, or new
home construction weakened.

"We view an upgrade as unlikely in the next 12 months based on our
expectation of forecast leverage remaining over 8x. We could raise
the rating if EBITDA grew faster than our expectations because
gross margins expanded more than 200 basis points than our base
case forecast. This could occur if growth in the construction
markets of both the U.S. and China accelerated such that demand for
the company's hardwood improved, causing EBITDA growth to improve
to approximately $70 million."


OCEAN CLUB: Proposes Plan to Exit Chapter 11 Protection
-------------------------------------------------------
Ocean Club of Walton County, Inc. on June 21 filed with the U.S.
Bankruptcy Court for the Northern District of Florida its proposed
plan to exit Chapter 11 protection.

The plan of reorganization provides for the continued operation of
Ocean Club as a "reorganized debtor," and provides for cash
payments to holders of allowed claims.

Creditors holding allowed Class 3 unsecured claims will receive
payment of their claims through a distribution of their pro rata
share of the company's net income over the life of the plan.  These
creditors will receive five annual payments, commencing one year
from the effective date.  

Class 3 is impaired and each unsecured creditor is entitled to vote
to accept or reject the plan.

The plan will be implemented on the effective date and the primary
sources of funds include loans from third parties and operations of
Ocean Club's business, according to the company's disclosure
statement filed on June 21.

A copy of the disclosure statement is available for free at:

        http://bankrupt.com/misc/flnb17-31019-147.pdf

In a separate filing, Ocean Club asked the court to issue an order
conditionally approving the disclosure statement, and set an August
3 hearing to consider final approval of the disclosure statement
and confirmation of the plan.

The company also asked the court to set a July 20 deadline for
creditors to file their objections and a July 27 deadline to submit
ballots of acceptance or rejection of the plan.

                         About Ocean Club

Headquartered in Miramar Beach, Florida, Ocean Club of Walton
County, Inc. -- http://theoceanclubdestin.com/-- operates the
Ocean Club seafood restaurant located at the entrance to Tops'l
Beach & Racquet Resort and across the street from Sandestin Golf
and Beach Resort in Destin.  The restaurant's menu includes Smoked
Scottish Salmon, Steamed Prince Edward Island Mussels Provencale,
Buttermilk Fried Calamari, and Shrimp Cocktail.  The Ocean Club
prides itself on providing live entertainment from the Emerald
Coast artists.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Fla. Case No. 17-31019) on Nov. 14, 2017, estimating its assets at
between $500,000 and $1 million and liabilities at between $1
million and $10 million.  The petition was signed by Cary Shahid,
president.  Judge Jerry C. Oldshue Jr. presides over the case.

Jodi Daniel Cooke, Esq., at Stichter, Riedel, Blain & Postler,
P.A., serves as the Debtor's bankruptcy counsel.


OWEN & FRED: Taps DelBello Donnellan as Legal Counsel
-----------------------------------------------------
Owen & Fred Corp. seeks approval from the U.S. Bankruptcy Court for
the Southern District of New York to hire DelBello Donnellan
Weingarten Wise & Wiederkehr, LLP as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors; assist in the
preparation of a plan of reorganization; give advice regarding any
potential sale of its business or post-petition financing; and
provide other legal services related to its Chapter 11 case.

The firm will charge these hourly rates:

     Attorneys            $375 - $620
     Law Clerks               $200
     Legal Assistants         $150
     Paralegals               $150

Dawn Kirby, Esq., at DelBello, disclosed in a court filing that her
firm is "disinterested" as defined in section 101(14) of the
Bankruptcy Code.

DelBello can be reached through:

     Dawn Kirby, Esq.
     DelBello Donnellan Weingarten Wise & Wiederkehr, LLP
     One North Lexington Avenue
     White Plains, NY 10601
     Phone: (914) 681-0200  
     Email: info@ddw-law.com

                     About Owen & Fred Corp.

Owen & Fred Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. N.Y. Case No. 18-43534) on June 19,
2018.  At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $50,000 and liabilities of less than
$1 million.  Judge Carla E. Craig presides over the case.


PACIFIC DRILLING SA: Credit Suisse to Support Ad Hoc Group Plan
---------------------------------------------------------------
An ad hoc group of Pacific Drilling S.A. creditors has support for
a bankruptcy-exit plan featuring $1.5 billion of new capital,
including:

     $700 million of new first lien debt;
     $300 million of new second lien PIK debt;
     $500 million of equity rights offering,

Pacific Drilling's Form 8-K report to the Securities and Exchange
Commission disclosed on Tuesday.

According to the Company's SEC disclosure, the ad hoc group has
received a draft commitment letter from Credit Suisse for the debt
financing components.  The ad hoc group will fully backstop $800
million of junior capital -- $5 million in equity and $300 million
on new second lien PIK debt, if Credit Suisse cannot place it.

The funds will be used to make these payments:

     RCF Payment                       $475.0 million
     SSCF Repayment                    $661.5 million
     Est. First Lien Financing Fees     $24.5 million
     Cash to the Balance Sheet         $339.0 million
                                     ----------------
                                     $1,500.0 million

The ad hoc group's proposal will provide for this treatment of
claims against Pacific Drilling:

     Class of Claims      Amount ($MM)   Treatment
     ---------------      ------------   ---------
     RCF Claims                $475.0   Recovery in full,
                                           in cash
                                         Unimpaired, not
                                           entitled to vote

     SSCF Claims               $661.5   Recovery in full,
                              ($330.7      in cash
                         commercial +   Unimpaired, not
                         $330.7 GIEK)      entitled to vote

     Ad hoc group       2017s: $453.7   100% of pre-rights     
       Claims           2020s: $768.1      offering, pre-MIP
       (2017s,          TLB:   $724.9      New Equity
       2020s, TLB)                      Right to invest in the
                                           Equity Rights Offering

     Current            N/A             Extinguished
       Shareholders

The Ad Hoc Group says its proposal presents the fastest, most
certain pathway out of Chapter 11 while providing superior
recoveries to creditors.  The Proposal was prepared by Houlihan
Lokey.  A copy of the Group's Proposal is available at
https://is.gd/bdgKHb

On June 7, Quantum Pacific, a third party investor, and certain
lenders under the Debtors' the Senior Secured Credit Facility
presented a revised restructuring proposal to Pacific Drilling.  QP
says the revised proposal, with a new capital commitment of $1.2
billion, addresses all of the Company's objectives and provides the
best opportunity for the Company to successfully restructure its
obligations.  A copy of the QP/SSCF proposal, prepared by Perella
Weinberg Partners, is available at https://is.gd/F9zmJJ

The QP/SSCF proposal provides for:

     -- a fully committed $1 billion new equity investment
        comprised of:

        * $450 million private placement commitment by QP/SSCF
          to buy 41.7% of equity; and

        * $550 million equity rights offering open to the 2017
          Notes/ 2018 TLB/ 2020 Notes to buy 50.9% of equity.

          The ERO would be fully backstopped by QP/SSCF, however,
          the consortium is willing to let the ad hoc group
          backstop some or all of the ERO.  ERO subscription
          rights to be fully transferrable.

The equity investment commitment/backstop parties will receive a
private placement commitment and backstop premium of 8.0% paid in
equity.  This implies that private placement investors will receive
3.3% of equity and ERO backstop parties will receive 4.1% of
equity.

Proceeds from the private placement and the ERO will be used to:

     -- provide a $405 million cash payment to the AHC Group
        Classes;

     -- provide a partial paydown of the SSCF debt; and

     -- fund excess cash to the balance sheet.

The QP/SSCF proposal mulls a new debt commitment of $700 million in
new first lien facility raised by Pacific Drilling on terms
acceptable to QP/SSCF; and total debt of $900 million, comprising
the $700 million first lien facility, and a $200 million new second
lien facility; and $427 million of net debt at closing.

According to the Ad Hoc Group, recoveries to non-ad hoc group
bondholders are projected to be 48%, materially greater compared to
the 39% under the QP/SSCF proposal.  The ad hoc group also claims
that its proposal does not transfer costly value leakage (at
enterprise value of $2.25 billion) to outside parties unlike the
$370 million value leakage under the rival's proposal.

QP claims that its proposal provides a 17.6% cash recovery –
instead of equity -- while the ad hoc group's proposal provides
nothing; and provides a total recovery -- assuming full
participation in the ERO -- of 39.5% compared to the 40.7% in the
ad hoc group's proposal.

                        Mediation Ongoing

At a hearing on March 22, 2018, the Bankruptcy Court approved
Pacific Drilling's request for an agreed order, which was entered
on April 2, 2018, under which the Company, its secured creditor
groups and its majority shareholder agreed to take part in
mediation before the Honorable James R. Peck, retired Bankruptcy
Court Judge for the Southern District of New York. The scope of the
Mediation was to facilitate discussions for the purpose of agreeing
to the terms of a binding term sheet or restructuring support
agreement describing a Chapter 11 plan of reorganization.  In
addition, conditioned on Pacific Drilling's participation in the
Mediation, the Bankruptcy Court ordered the extension of the
Exclusive Filing Period to May 21, 2018, without prejudice for the
Company to seek further extensions of the Exclusive Filing Period.

On May 16, 2018, the Bankruptcy Court approved Pacific Drilling's
request for an agreed order under which the Company, its secured
creditor groups and its majority shareholder agreed to extend the
Mediation and the Exclusive Filing Period to June 4, 2018, without
prejudice to seek further extensions of the Exclusive Filing
Period.

On May 25, 2018, the Bankruptcy Court agreed, at the parties'
behest, to extend the Mediation and the Exclusive Filing Period to
June 15.  Another extension was granted through June 22.

On June 22, 2018, the Bankruptcy Court yet again moved the
Mediation and the Exclusive Filing Period to July 13, 2018, without
prejudice to seek further extensions of the Exclusive Filing
Period.

In connection with the Mediation, Pacific Drilling executed
non-disclosure agreements with certain of the secured creditors to
facilitate discussions in the Mediation.  Pursuant to the NDAs, the
Company agreed to disclose publicly after a specified period, if
certain conditions were met, the fact that confidential discussions
occurred, and certain information regarding such discussions.

As a condition to their approval of the extension of the Mediation
and the Exclusive Filing Period to July 13, 2018, certain of the
stakeholders have required the Company to satisfy the public
disclosure obligations under the NDAs.

Pacific Drilling cautions that neither the QP Group / SSCF
Proposal, the Ad Hoc Group Proposal nor any other proposal is
legally-binding or indicative of the terms of any Chapter 11 plan
of reorganization that may occur.  There is no consensus currently
among the Company and its stakeholders as to the terms of any plan
of reorganization.

"We continue to engage in active discussions in the Mediation among
us and our stakeholders for the purpose of agreeing to the terms of
a Chapter 11 plan of reorganization," the Company says.

                 Results of Annual General Meeting

On May 22, 2018, Pacific Drilling held its 2018 Annual General
Meeting, at which the following resolutions were adopted:

     1. Approval of the standalone audited and unconsolidated
annual accounts of the Company for the financial period from 1
January 2017 to 31 December 2017 prepared in accordance with
Luxembourg Generally Accepted Accounting Principles and the laws
and regulations of the Grand-Duchy of Luxembourg (the Annual
Accounts);

     2. Approval of the consolidated financial statements of the
Company for the financial period from 1 January 2017 to 31 December
2017 prepared in accordance with United States Generally Accepted
Accounting Principles (the Consolidated Financial Statements);

     3. Allocation of the net result shown in the Annual Accounts
for the financial period from 1 January 2017 to 31 December 2017;

     4. Discharge to the directors of the Company in relation to
the financial period from 1 January 2017 to 31 December 2017;

     5. Acknowledgement of the resignation of Mr. Ron Moskovitz
with effect on June 2, 2017 and granting of discharge to him for
the exercise of his mandate as director of the Company from 1
January 2017 to June 2, 2017;

     6. Acknowledgement of the resignation of Mr. Christian J.
Beckett with effect on August 1, 2017 and granting of discharge to
him for the exercise of his mandate as director of the Company from
1 January 2017 to August 1, 2017;

     7. Acknowledgement of the resignation of Mr. Paul Wolff with
effect on August 31, 2017 and granting of discharge to him for the
exercise of his mandate as director of the Company from January 1,
2017 to August 31, 2017;

     8. Re-appointment of the following members of the Board for a
term ending at the annual general meeting of the Company to be held
in 2019: Jeremy Asher, Antoine Bonnier, Laurence N. Charney, Cyril
Ducau, N. Scott Fine, Sami Iskander, Matthew Samuels, and Robert A.
Schwed;

     9. Approval of compensation of the members of the Board for
2018; and

    10. Re-appointment of KPMG Luxembourg, Reviseur d'entreprises
agree, as independent auditor of the Company until the annual
general meeting of the shareholders of the Company to be held in
2019.

Last month, Pacific Drilling reported results for the first quarter
of 2018.  The Company posted a net loss for the first-quarter 2018
of $96.1 million, compared to net loss of $129.7 million for the
fourth-quarter 2017, and net loss of $99.8 million for
first-quarter 2017.  A copy of the Company's Form 10-Q report is
available at https://is.gd/qEYKc4  The Company's news release
regarding the quarterly results is available at
https://is.gd/jHBs1j

                      About Pacific Drilling

Pacific Drilling S.A. (OTC: PACDQ) a Luxembourg public limited
liability company (societe anonyme), operates an international
offshore drilling business that specializes in ultra-deepwater and
complex well construction services.  Pacific Drilling --
http://www.pacificdrilling.com/-- owns seven high-specification
floating rigs: the Pacific Bora, the Pacific Mistral, the Pacific
Scirocco, the Pacific Santa Ana, the Pacific Khamsin, the Pacific
Sharav and the Pacific Meltem.  All drillships are of the latest
generations, delivered between 2010 and 2014, with a combined
historical acquisition cost exceeding $5.0 billion.  The average
useful life of a drillship exceeds 25 years.

On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
17-13193).  The cases are pending before the Honorable Michael E.
Wiles and are jointly administered.

Pacific Drilling disclosed $5.46 billion in assets and $3.18
billion in liabilities as of Sept. 30, 2017.

The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel
but was later replaced by Togut, Segal & Segal LLP; Evercore
Partners International LLP as investment banker; AlixPartners, LLP,
as restructuring advisor; Alvarez & Marsal Taxand, LLC as executive
compensation and benefits consultant; Ince & Co LLP and Jones
Walker LLP as special counsel; and Prime Clerk LLC as claims and
noticing agent.

The RCF Agent tapped Shearman & Sterling LLP, as counsel, and PJT
Partners LP, as financial advisor.

The ad hoc group of RCF Lenders engaged White & Case LLP, as
counsel.

The SSCF Agent tapped Milbank Tweed, Hadley & McCloy LLP, as
counsel, and Moelis & Company LLC, as financial advisor.

The Ad Hoc Group of Various Holders of the Ship Group C Debt, 2020
Notes and Term Loan B tapped Paul, Weiss, Rifkind, Wharton &
Garrison, in New York as counsel.


PARQ HOLDINGS: Moody's Cuts CFR to Caa1 & Alters Outlook to Neg.
----------------------------------------------------------------
Moody's Investors Service downgraded Parq Holdings Limited
Partnership's (Parq) corporate family rating (CFR) to Caa1 from B3,
probability of default rating to Caa1-PD from B3-PD, and senior
secured term loan ratings to B2 from B1. The ratings outlook was
changed to negative from stable.

"Parq's CFR was downgraded and the outlook changed to negative to
reflect materially weaker first quarter 2018 results than we
expected, weak liquidity and expected leverage of 14x, which may
improve, but will likely be maintained above 10x in the next 12 to
18 months", said Peter Adu, a Moody's Vice President and Senior
Analyst.

Ratings downgraded:

Corporate Family Rating, to Caa1 from B3

Probability of Default Rating, to Caa1-PD from B3-PD

$246 million senior secured first lien term loan due 2020, to B2
(LGD3) from B1 (LGD3)

$45 million senior secured delayed draw term loan due 2020, to B2
(LGD3) from B1 (LGD3)

Outlook Actions:

Outlook, Changed to Negative from Stable

RATINGS RATIONALE

Parq's Caa1 CFR is constrained by: (1) Moody's expected leverage
(adjusted Debt/EBITDA) around 14x for its first year of operation
(2018) and the likelihood that the metric will be maintained above
10x in the next 12 months thereafter; (2) heightened refinancing
risk in December 2020; (3) weak liquidity; (4) single location and
ramp-up risks associated with its new casino and hotel resort; (5)
saturation of gaming and lodging facilities in the Lower Mainland
of British Columbia; and (6) small scale relative to key Canadian
peers. The company benefits from: (1) its attractive location; (2)
Marriott Hotel's brand strength, and (3) the demonstrated
willingness of its private owners to inject equity for cost
overruns and delays in the past, which may continue, but is not
assured.

Parq has weak liquidity. The company's source of liquidity is its
cash balance of C$21 million at Q1/2018 while it has uses of about
C$14 million in the next four quarters. The company has no external
revolving credit facility and Moody's expects free cash flow of
negative C$10 million and C$4 million of term loan amortization in
the next four quarters, which leaves minimal excess liquidity. Parq
has a C$15 million minimum liquidity covenant that will be breached
in 2018. However, Parq's private owners have injected capital to
fund cost overruns and delays during the construction phase of the
resort. Moody's believes the owners will have to inject liquidity
into the company to keep it operating. Parq has limited ability to
generate temporary liquidity from asset sales.

The negative outlook considers that Parq's liquidity will be
insufficient to support its operations in the next 12 months. The
negative outlook also signals Moody's default concerns as the
company may not be able to expand EBITDA or repay debt to reduce
leverage meaningfully prior to the maturity of its $291 million in
term loans in December 2020.

The rating will be downgraded if EBITDA and free cash flow do not
expand meaningfully or if Moody's perceives that there is increased
risk of a debt restructuring or default. The rating will be
considered for upgrade if the company is likely able to maintain
adequate liquidity and sustain leverage below 8x (14.1x expected
for 2018) and EBIT/Interest above 1x (0.1x expected for 2018).

The principal methodology used in these ratings was Gaming Industry
published in December 2017.

Parq Holdings Limited Partnership, headquartered in Vancouver,
British Columbia, owns a new 775,000 square foot casino and hotel
resort in downtown Vancouver. Parq is privately-owned by Dundee
Corporation, PBC Group and Paragon Gaming (45.9%, 32.2% and 21.9%
respectively). Revenue for the two quarters of operation, ended
March 31, 2018 was C$71 million.


PB TECH SOLUTIONS: Seeks to Hire Whiteford Taylor as Counsel
------------------------------------------------------------
PB Tech Solutions, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of Maryland to employ Whiteford Taylor &
Preston, LLP, as counsel to the Debtor.

PB Tech Solutions requires Whiteford Taylor to:

   a. provide legal advice regarding the Debtor's powers and
      duties under the Bankruptcy Code;

   b. prepare any necessary schedules, applications, motions,
      memoranda, briefs, notices, answers, orders, reports and
      other legal papers, and appearing on the Debtor's behalf in
      any proceeding;

   c. handle contested matters and Adversary Proceedings as they
      arise;

   d. assist the Debtor with its operation; and

   e. perform all other legal services for the Debtor which may
      be necessary or desirable in connection with this chapter
      11 case.

Whiteford Taylor will be paid at these hourly rates:

     Partners/Counsel                  $440 to $700
     Associates                        $310 to $405
     Paralegals/Litigation Support     $245 to $340

Whiteford Taylor will be paid a retainer in the amount of $3,000.

Whiteford Taylor will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Brent C. Strickland, a partner at Whiteford Taylor, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Whiteford Taylor can be reached at:

     Brent C. Strickland, Esq.
     WHITEFORD TAYLOR & PRESTON, L.L.P.
     7501 Wisconsin Avenue, Suite 700W
     Bethesda, MD 20814-6521
     Tel: (410) 347-9402
     Fax: (410) 223-4302
     E-mail: bstrickland@wtplaw.com

                    About PB Tech Solutions

PB Tech Solutions, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Md. Case No. 18-17075) on May 24, 2018, estimating under
$1 million in assets and liabilities.  Brent C. Strickland, Esq.,
at Whiteford Taylor & Preston, LLP, is the Debtor's counsel.


PEARL AGGREGATE: Plan Outline Okayed, Plan Hearing on July 20
-------------------------------------------------------------
Pearl Aggregate Materials LLC is now a step closer to emerging from
Chapter 11 protection after a bankruptcy judge approved the outline
of its plan of reorganization.

Judge Elizabeth Magner of the U.S. Bankruptcy Court for the Eastern
District of Louisiana on June 21 gave the thumbs-up to the
disclosure statement, allowing the company to start soliciting
votes from creditors.  

The order set a July 13 deadline for creditors to file their
objections and submit ballots of acceptance or rejection of the
plan.

A court hearing to consider confirmation of the plan is scheduled
for July 20, at 1:00 p.m.  The hearing will take place at the Hale
Boggs Federal Building, Courtroom B-709.

                  About Pearl Aggregate Materials

Pearl Aggregate Materials LLC is a sand & gravel supplier in the
St. Tammany Parish, Louisiana.  Pearl Aggregate filed a Chapter 11
petition (Bankr. E.D. La. Case No. 18-10441) on Feb. 28, 2018,
estimating under $1 million in both assets and liabilities.  Robin
R. DeLeo is the Debtor's counsel, and Wayne M. Aufrecht, Esq., at
Wayne M. Aufrecht, LLC, is the co-counsel.


PELICAN REAL: $275K Sale of Smart Money's Websites to TGC Approved
------------------------------------------------------------------
Judge Cynthia C. Jackson of the U.S. Bankruptcy Court for the
Middle District of Florida authorized Maria M. Yip, Liquidating
Trustee of the Smart Money Liquidating Trust and its
debtor-affiliates, to sell Smart Money Secured Income Fund, LLC's
151 website Internet and domain names and all content within and
any and all other rights associated with those respective domain
names, including without limitation, any intellectual property
rights, any and all related domains, logos, customer lists, email
lists, passwords, usernames, and tradenames, to Today's Growth
Consultant, Inc. for $275,000.

A hearing on the Motion was held on June 7, 2018, at 10:30 a.m.

The Sale is "as is" and "where is," with no representations or
warranties, either express or implied; and free and clear of all
liens, claims, encumbrances, and interests.

The 14-day stay provided by Bankruptcy Rule 6004(h) is eliminated.

                  About Pelican Real Estate

Pelican Real Estate, LLC, and its eight affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.
Fla. Lead Case No. 16-03817) on June 8, 2016.  In the petition
signed by Jared Crapson, president of SMFG, Inc., manager of
Pelican Management Company, LLC, Pelican Real Estate estimated
under $50,000 in both assets and debt.

The Debtors tapped Elizabeth A. Green, Esq., at Baker & Hostetler
LLP, as bankruptcy counsel.  The Debtors hired Bill Maloney
Consulting as their financial advisor; Hammer Herzog and Associates
P.A. as their accountant; and Pino Nicholson PLLC as their special
counsel.

Turnkey Investment Fund LLC, an affiliate of Pelican Real Estate
LLC, hired Dance Bigelow Sharp & Co. as accountant.

Guy Gebhardt, acting U.S. trustee for Region 21, on July 27, 2016,
formed an official committee of unsecured creditors for Pelican
Real Estate LLC's affiliates, Smart Money Secured Income Fund LLC
and Accelerated Asset Group LLC.

Maria Yip was appointed examiner in the case.  She hired
GrayRobinson, P.A., as her lead counsel; Fikso Kretschmer Smith
Dixon Ormseth PS as special counsel; and Schweet Linde & Coulson,
PLLC, as special foreclosure counsel.

                          *     *     *

On Feb. 15, 2017, the Court entered an order confirming the
Debtors' Second Amended Plan of Liquidation.  The Plan became
effective on March 2, 2017, at which time the Smart Money
Liquidating Trust came into existence and Ms. Yip was named the
liquidating trustee.


PENTHOUSE GLOBAL: Trustee's $1.7M Sale of Brand Approved
--------------------------------------------------------
Judge Martin R. Barash of the U.S. Bankruptcy Court for the Central
District of California authorized David K. Gottlieb, Chapter 11
Trustee of Penthouse Global Media, Inc. and its debtor
subsidiaries, to sell Penthouse Global Media's intellectual
property rights, consisting of the Penthouse Clubs Marks, the
Penthouse Club Domain Names and the rights to use such Penthouse
Clubs Marks and Penthouse Clubs Domain Names, to its current
licensee, Penthouse Clubs Global Leasing, LLC, for $1.075 million,
and other consideration as set forth in their Master Intellectual
Property License Agreement.

A hearing on the Motion was held on May 30, 2018.

The Trustee is authorized to (a) license to the Purchaser the
Additional Intellectual Property and Additional Marks under the
terms and conditions set forth in the License Agreement appended to
the Motion; and (b) enter into the Consent Agreement appended to
the Motion, governing the future use and registration of the
trademarks that are the subject of the Sale and the License.

The Assets will be sold free and clear of all liens, claims,
rights, interests and encumbrances whatsoever.

Notwithstanding any applicability of Bankruptcy Rule 6004(h) and/or
any other Bankruptcy Rule, the terms and conditions of the Order
will be immediately effective and enforceable upon its entry.

                     About Penthouse Global

Headquartered in Chatsworth, California, Penthouse Global Media,
Inc. -- http://www.penthouseglobalmedia.com/-- was launched in
February 2016 as an acquisition by veteran entertainment executive,
Kelly Holland.  The Company continues the 50+ year Penthouse brand
legacy.  The focal point of the business includes four main
branches: broadcast, publishing, licensing and digital.  Various
Penthouse TV channels are available in over 100 countries.
Penthouse Magazine was founded in the U.K. in 1965 by Bob Guccione
and brought to the U.S. in 1969.

Penthouse Global Media, Inc. and its affiliates filed Chapter 11
petitions (Bankr. C.D. Cal. Lead Case No. 18-10098) on Jan. 11,
2018.  In the petitions signed by Kelly Holland, CEO, Penthouse
Media estimated its assets at up to $50,000 and its liabilities at
between $10 million and $50 million.  Penthouse Broadcasting
estimated its assets at between $1 million and $10 million and
liabilities at between $500,000 and $1 million.  Penthouse
Licensing estimated its assets and liabilities at between $1
million and $10 million.

Judge Martin R. Barash presides over the case.

Michael H. Weiss, Esq., and Laura J. Meltzer, Esq., at Weiss &
Spees, LLP, serve as the Debtors' bankruptcy counsel.  The Debtors
hired Akerman LLP, the Law Offices of Allan B. Gelbard and the Law
Offices of Dermer Behrendt as litigation counsel.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Jan. 30, 2018.  The Committee retained
Raines Feldman LLP as its legal counsel.

On March 6, 2018, the court approved the appointment of David K.
Gottlieb as Chapter 11 trustee.  The Trustee tapped Pachulski Stang
Ziehl & Jones LLP as bankruptcy counsel and Province, Inc., as
financial advisor.


PETROCHOICE HOLDINGS: Moody's Cuts CFR to B3, Outlook Stable
------------------------------------------------------------
Moody's Investors Service has downgraded PetroChoice Holdings,
Inc.'s Corporate Family Rating (CFR) to B3 from B2, senior secured
first lien term loan and revolver to B2 from B1, and its senior
secured second lien term loan to Caa2 from Caa1. Moody's also
downgraded its probability of default rating to B3-PD from B2-PD.
The rating outlook is stable.

"The rating downgrade reflects PetroChoice's high debt leverage
relative to other B2-rated companies, limited free cash flow
generation and the lack of improvement in margins, despite
significant acquisitions over the past three years," says Jiming
Zou, a Moody's Vice President and Lead Analyst for PetroChoice.

Rating Action:

PetroChoice Holdings, Inc.

Corporate Family Ratings, downgraded to B3 from B2

Probability of Default Rating, downgraded to B3-PD from B2-PD

Senior Secured First Lien Revolving Credit Facility, downgraded to
B2 (LGD3) from B1 (LGD3)

Senior Secured First Lien Term Loan, downgraded to B2 (LGD3) from
B1 (LGD3)

Senior Secured Second Lien Term Loan, downgraded to Caa2 (LGD5)
from Caa1 (LGD5)

Rating Outlook, Remains Stable

RATINGS RATIONALE

PetroChoice's debt leverage has remained high in the low 7 times
range since the 2015 acquisition by private equity firm Golden Gate
Capital. The company has executed seven acquisitions since Golden
Gate became the equity sponsor in 2015 and has funded the majority
of the purchase price for those acquisitions with incremental debt.
Despite management's intention to keep purchase multiples low and
use synergies to get leverage back to the target range,
transaction-related costs, business integration needs and increased
freight and operational costs have constrained earnings
improvement. Annual free cash flow generation during 2015-2017 was
low relative to PetroChoice's reported total debt of $422 million
at the end of 2017 and could limit their ability to continue with
their acquisition driven growth strategy.

Management has recognized this issue and is now prioritizing
organic growth and attempting to accelerate business synergies and
raise operational efficiency in the next 12-18 months. While they
expect improved earnings, Moody's is concerned that leverage may
only decline towards mid-to-high 6 times by the end of 2019 and at
this level leverage would remain high compared to other B2-rated
chemical peers such as Highline Aftermarket Acquisition, LLC and
rank the company similar to other B3 peers such as Vantage
Specialty Chemicals, Inc. and Polymer Additives, Inc.

The rating downgrade also factors in the likely reduction in
availability under the credit facility at the end of 2018.
PetroChoice's $40 million revolving credit facility contains a
springing first lien leverage covenant which will be tested if
outstanding amount exceeds $12 million ($8 million outstanding as
of March 31, 2018). Leeway under this financial covenant will
become limited, as the covenant threshold lowers to 4.5x for the
quarter ending December 2018 and thereafter, from 5.0x for the
prior quarters (4.4x as of March 31, 2018). Although Management
doesn't expect the outstanding revolver to exceed $12 million or
its first lien net leverage to exceed 4.5x, any unexpected
deterioration in earnings or additional borrowings would limit the
company's access to its revolver and constrain its financial
flexibility. Baring such an adverse event, PetroChoice's liquidity
is adequate and supported by its modestly positive free cash flows
expected for the next 12 months, about $7 million of cash at the
end of March 2018 and only $2.9 million debt amortization in the
next 12 months.

PetroChoice's B3 CFR also reflects its small revenues scale, a
narrow product and business scope, and geographic concentration
focused in the eastern half of the US -- albeit expanding through
acquisitions into Western and Midwestern US. Business challenges
include the integration of a number of acquired companies in recent
years and realization of expected synergies which are necessary to
grow earnings and reduce debt.

Supporting its B3 CFR are predictable sales from diverse
end-markets including auto service markets, general industrial,
mining, construction, and commercial transportation services. The
company has reliable distribution margins and positive retained
cash flow, since lubricant pricing has historically been less
volatile than crude oil prices and the company has demonstrated the
ability to pass through lubricant and base oil price increases. As
one of the largest lubricants suppliers, PetroChoice enjoys a
favorable relationship with its largest supplier, ExxonMobil, and
benefits from customer density in its territories.

The stable outlook reflects that PetroChoice will be able to
demonstrate modest growth in EBITDA in 2018 by achieving business
synergies, and will generate positive free cash flow.

Rating upgrade requires the company to achieve and sustain leverage
below 6.5x, improve margins and cash generation, and establish a
track record of successfully integrating acquisitions without a
meaningful increase in leverage. Moody's could downgrade the
rating, if free cash flow turns negative and leverage continues to
increase or if its liquidity profile deteriorates.

PetroChoice Holdings Inc. is one of the largest distributors of
lubricants and lubricant solutions in the United States. On July 7,
2015, Golden Gate Private Equity, Inc., signed an agreement to
acquire the company from prior equity sponsor Greenbriar Equity
Group. PetroChoice has executed seven acquisitions since Golden
Gate became the equity sponsor.



PETSMART INC: S&P Lowers Rating on Sr. Unsec. Notes to CC
---------------------------------------------------------
S&P Global Ratings corrected its recovery rating on PetSmart Inc.'s
$1.9 billion senior unsecured notes due 2023 and $650 million
senior unsecured notes due 2025 by revising it to '6' from '5'.

S&P said, "At the same time, we lowered the issue-level rating on
the unsecured notes to 'CC' from 'CCC-'. We erroneously assigned
the recovery rating on June 14, 2018, and reflected in our analysis
that recovery prospects for unsecured noteholders had improved to
greater than 10% as a result of the termination of liens on its
Chewy Inc. subsidiary benefiting PetSmart's secured debt (linked to
PetSmart's transfers of a portion of Chewy's equity interests to
its parent and an unrestricted subsidiary). Because our analysis
now contemplates that PetSmart's remaining equity interest in Chewy
is still part of the collateral package for the term loan and
secured notes, the improvement in unsecured recovery prospects is
less than we had previously determined.

"All other ratings, including our 'CCC' corporate credit rating and
negative outlook, are unchanged at this time.  

"We note that recent press reports indicate secured lenders may be
seeking to challenge the company's transfer of Chewy's equity. We
will continue to monitor this situation."

  RATINGS LIST

  PetSmart Inc.

   Corporate Credit Rating           CCC/Negative/--

  Issue-Level Ratings Lowered; Recovery Ratings Revised

                                     To                  From   
  PetSmart Inc.

   Senior Unsecured                  CC                  CCC-
    Recovery Rating                  6(0%)               5(15%)


PINNACLE COS: $200K Sale of 3 Patents to Resource West Approved
---------------------------------------------------------------
Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas authorized Pinnacle Companies, Inc.
("PCI")'s sale of three patents: (i) patent number 8,801,041, (ii)
patent number 8,534,480, and patent number 8,474,892, to Creditor
McCourt & Sons Equipment, Inc. for $205,000.

The sale is free and clear of any liens, claims, and interests,
with all such liens, claims, and interests, if any, will attach to
the cash sale proceeds.

The Debtor is authorized and directed to sell and assign to
McCourt, or its designee, outside the ordinary course of business,
for a one-time cash payment of $205,000, to be made within five
business days after entry of the Order, the following: (i) the
Debtor's entire right, title and interest in and to the Patents in
their current condition, as is; (ii) the Debtor's entire right,
title and interest in and to the PLA, including all rights to
collect royalties under the Patents, but subject to all of PCI's
defenses and offsets to payment obligations under the PLA, if any;
(iii) the Debtor's right, title and interest in and to all causes
of action and enforcement rights, whether currently pending, filed,
or otherwise, for the Patents, and all inventions and discoveries
described therein, including without limitation all rights to
pursue injunctive relief and other remedies for past, current and
future infringement of the Patents.

The Debtor may immediately pay Veritex Bank the proceeds from the
sale of its collateral and disburse the attorney fees to its
counsel.  Its counsel is required to hold the funds in trust
pending disbursement.  The Debtor is further authorized to disburse
funds to the U.S. Trustee in the ordinary course of its chapter 11
case.

The Order will not be construed to waive, compromise, foreclose, or
otherwise affect the defenses and/or offsets, if any, that PCI may
have to its obligations, if any, under the PLA to pay royalties,
license fees (or other payments) to the Debtor or to McCourt, or
its designee, as purchaser or assignee of the Debtor's rights under
the PLA, and all such defenses and/or offsets to royalty
obligations, license fees (or other rights to payment) under the
PLA will be preserved for later negotiation or adjudication in a
non-bankruptcy forum.

The automatic 14-day stay of the effect of the Order set forth in
Federal Rule of Bankruptcy Procedure 6004(h) is waived, and the
Order is effective immediately upon entry.

                    About Pinnacle Companies

Pinnacle Companies, Inc., owns real property located at 906
Hillcrest Drive, Sulphur Springs, Texas 75482, in Hopkins County,
Parcel #R000024791, which includes a commercial building, office
space, warehouse and other improvements on approximately 48.775
acres of land.

Pinnacle Companies sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Tex. Case No. 16-41889) on Oct. 18,
2016.  In the petition signed by Miles J. Arnold, director, the
Debtor estimated assets of less than $50,000 and liabilities of $10
million to $50 million.  The case is assigned to Judge Brenda T.
Rhoades.  Quilling, Selander, Lownds, Winslett & Moser, P.C.,
serves as the Debtor's legal counsel.


PINNACLE FOODS: Moody's Reviews Ba3 CFR for Upgrade
---------------------------------------------------
Moody's Investors Services placed the ratings of Pinnacle Foods
Finance, LLC under review for upgrade. Ratings placed on review for
upgrade include the company's Ba3 Corporate Family Rating ("CFR"),
Ba3-PD Probability of Default Rating, Ba2 senior secured debt
instrument rating and B2 unsecured debt instrument rating. The
Speculative Grade Liquidity Rating of SGL-2 was affirmed. This
action follows the company's announcement that it has entered into
an agreement to be acquired by Conagra Brands, Inc. (Baa2 under
review for downgrade) in a transaction valued at approximately
$10.9 billion. Conagra Brands management expects the transaction to
close by the end of calendar 2018, subject to customary regulatory
and closing conditions and the approval of the shareholders of
parent company Pinnacle Foods Inc.

Under the agreement, Conagra Brands will acquire all outstanding
shares of Pinnacle Foods in a cash and stock transaction valued at
approximately $10.9 billion, including the assumption of $2.8
billion of Pinnacle Foods' outstanding debt. Moody's expects that
all of Pinnacle's debt will be retired at closing, after which all
of Pinnacle's ratings will be withdrawn.

Ratings placed on Review for Upgrade:

Issuer: Pinnacle Foods Finance LLC

Corporate Family Rating at Ba3;

Probability of Default Rating at Ba3-PD;

Senior Secured Bank Credit Facility at Ba2 (LGD 3);

Unsecured Regular Bond/Debenture at B2 (LGD 6).

Rating Affirmed:

Issuer: Pinnacle Foods Finance LLC;

Speculative Grade Liquidity Rating at SGL-2.

Company Profile

Headquartered in Parsippany, New Jersey, Pinnacle Foods Finance LLC
— through its wholly-owned operating company, Pinnacle Foods
Group — manufactures and markets branded packaged food products
in the US and Canada. Key brands include Birds Eye and Hungry-Man
frozen dinners, Vlasic pickles, Wish Bone salad dressings, Duncan
Hines cake mixes, and Udi's, Glutino and EVOL gluten-free and
healthy frozen foods. Net sales for the last twelve month period
ended December 31, 2017 totaled approximately $3.14 billion.

Pinnacle Foods Finance LLC is wholly-owned by Pinnacle Foods Inc.,
a publicly traded company.


PONDEROSA ENERGY: Unsecureds to Recover 1.5% Under Liquidation Plan
-------------------------------------------------------------------
Ponderosa Energy LLC and GS Energy, LLC, submit a combined
disclosure statement and plan of liquidation, which proposes to
release creditors' claims against certain non-Debtor parties,
including Casimir Resource Advisors LLC and Richard F. Sands.

On or about March 21, 2018, the Debtors, PPF, and certain PPF
special-purpose entities entered into a Settlement and Sale
Agreement and Release of Liability in order to resolve claims
related to the Debtors' pre-petition financing. The Bankruptcy
Court approved the Settlement in an order dated April 18, 2018.
Pursuant to the Bankruptcy Court's order and the Settlement
Agreement, on or around May 2, 2018, the Debtors transferred the
Properties to PPF's designees. In exchange, PPF agreed to pay all
ad valorem property taxes on the Properties and made a payment of
$398,531.40 to the Debtors. Additionally, the parties agreed to
dismiss their state-court litigations, the Debtors dismissed the
Adversary, and the parties exchanged mutual releases.

Pursuant to the Settlement, the Debtors' estates have received an
infusion of $ 398,531.40. This cash, along with cash in the
Debtors' bank accounts, will be used to satisfy claims necessary to
obtain confirmation of the Plan, pay Professional Fees, and to fund
the distribution to Allowed Claims pursuant to the terms of this
Plan. After satisfaction of Allowed administrative claims, priority
claims and claims in Class 1 (Secured Claims), any remaining
Available Cash will be used to make payments to Allowed Claims in
Class 2 (General Unsecured Claims). The estates of the Debtors will
be substantively consolidated for purposes of distribution, as the
cost and time involved in allocating the proceeds of the Settlement
and other expenses between the two Debtors would be prohibitively
expensive.

Pursuant to the Settlement, PPF agreed to be responsible for and
pay all unpaid ad valorem taxes on the Properties. With the
exception of the allowed secured claim in the amount of $262.34
sought by Gray County for ad valorem taxes assessed on the Chapman
Properties -- which assets were specifically excluded from transfer
to the PPF parties in the Settlement -- the claims of the Taxing
Authorities for ad valorem taxes assessed on the Properties will be
paid by PPF.

Class 3 under the liquidation plan consists of all general
unsecured claims. On the Effective Date, each holder of a Class 3
Claim will receive a pro rata share of any Available Cash
remaining, if any, after satisfaction of Allowed priority and
administrative claims and Class 1 claims. Estimated recovery for
this class is 1.5%.

Because distributions will be made only to the extent of existing
assets of the Debtors' estate, the Debtors believe the Plan is
feasible.

A full-text copy of the Combined Disclosure Statement and
Liquidation Plan is available at:

    http://bankrupt.com/misc/nysb17-13484-98.pdf

         About Ponderosa Energy and GS Energy

Based in New York, Ponderosa Energy LLC and GS Energy LLC are
engaged in the oil and gas extraction business.  Their principal
assets are located at Hutchison, Carson, Gray & Moore Counties,
Texas.

Ponderosa Energy and GS Energy sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-13484) on
Dec. 5, 2017.  Richard Sands, manager, signed the petition.  At the
time of the filing, the Debtors each estimated assets and
liabilities of $1 million to $10 million.  Judge Sean H. Lane
presides over the case.  Diamond McCarthy LLP is the Debtors'
bankruptcy counsel.


PREFERRED PROPPANTS: S&P Raises CCR to 'CCC+' on Improved Liquidity
-------------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on Preferred
Proppants LLC to 'CCC+' from 'CCC'. The outlook is stable.

S&P said, "At the same time, we lowered the recovery rating on the
company's first-lien term loan to '5' from '3', indicating our
expectation for modest recovery (10% to 30%; rounded estimate 15%)
in a payment default. The issue level rating is unchanged at
'CCC'.

"The upgrade reflects our view that Preferred now has sufficient
liquidity to sustain itself over the next 12 months.  The company
has funded the elevated capital spending it needs for capacity
expansions—$207 million in 2017 and $175 million forecasted for
2018—by obtaining $300 million in financing commitments. These
commitments, along with our expectations of rising cash flow from
operations due to the marked recovery in oil and gas end markets,
and the company's increasing sand production capacity, all
contribute to stronger liquidity. Nevertheless, the rating remains
limited because we still see liquidity as less than adequate and
the company's capital structure as unsustainable.

"The stable outlook reflects our view that liquidity will improve
over the next year with increased production, more cash flow from
operations, and capital spending requirements that revert to
normalized levels. Nevertheless, with leverage around 8x, a complex
capital structure, and some maturities within the next 24 months,
we continue to view the capital structure as unsustainable.

"We could raise the rating if EBITDA interest coverage increased
about 1.5x and we consider liquidity to be adequate. This would
likely be associated with meeting capacity expansion targets on
time and within budget such that EBITDA exceeds $220 million. It
would also require maturities to be more than a year away and an
expectation that the company will comply with all its financial
covenants."


PROCESSING RESOURCES: Seeks to Hire Schneider & Stone as Counsel
----------------------------------------------------------------
Processing Resources, LLC, seeks authority from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ the Law
Offices of Schneider & Stone, as counsel to the Debtor.

Processing Resources requires Schneider & Stone to represent the
Debtor in the Chapter 11 bankruptcy proceedings.

Schneider & Stone will be paid at these hourly rates:

        Attorneys         $350
        Paralegals        $175

Prior to the filing of the bankruptcy petition, Schneider & Stone
received an initial retainer from the Debtor in the amount of
$6,717, including the filing fee.

Schneider & Stone will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Ben Schneider, partner of the Law Offices of Schneider & Stone,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.

Schneider & Stone can be reached at:

     Ben Schneider, Esq.
     LAW OFFICES OF SCHNEIDER & STONE
     8424 Skokie Blvd., Suite 200
     Skokie, IL 60077
     Tel: (847) 933-0300
     Fax: (847) 676-2676

                  About Processing Resources

Processing Resources, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ill. Case No. 18-14411) on May 17, 2018, estimating
under $1 million in assets and liabilities.  Ben Schneider, Esq.,
at the Law Offices of Schneider & Stone, serves as counsel to the
Debtor.



QUALTEK USA: Moody's Assigns B3 Corp. Family Rating
---------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) and a B3-PD Probability of Default Rating (PDR) to QualTek
USA, LLC (QualTek). At the same time, Moody's assigned a B3 rating
to BCP QualTek Merger Sub, LLC's proposed $290 million first lien
term loan, with $280 million expected to be funded at closing and
$10 million available for a delayed draw to finance already
identified acquisitions. The term loan rating is in line with the
B3 corporate family rating since it will account for the
preponderance of QualTek's outstanding debt after the proposed
financing is completed. The proceeds from the term loan will be
used by Brightstar Capital Partners to fund the acquisition of
QualTek and two other tuck-in acquisitions and to cover transaction
fees and expenses. The ratings outlook is stable. This is the first
time Moody's has rated QualTek USA, LLC.

"QualTek's B3 corporate family rating reflects its strong blue chip
customer base and solid competitive position in a market that
should provide good growth prospects. However, it also incorporates
its relatively small size, limited diversity and lack of operating
history under its new corporate structure," said Michael Corelli,
Moody's Vice President -- Senior Credit Officer and lead analyst
for QualTek USA, LLC.

Assignments:

Issuer: BCP QualTek Merger Sub, LLC

Senior Secured Bank Credit Facility, Assigned B3 (LGD4)

Issuer: QualTek USA, LLC

Probability of Default Rating, Assigned B3-PD

Corporate Family Rating, Assigned B3

Outlook Actions:

Issuer: BCP QualTek Merger Sub, LLC

Outlook, Assigned Stable

Issuer: QualTek USA, LLC

Outlook, Assigned Stable

RATINGS RATIONALE

QualTek's B3 corporate family rating reflects its solid market
position as a provider of services to blue chip customers in the
North American telecommunications sector, which should provide good
growth prospects as capital spending rises in this sector. However,
the company's rating is constrained by its relatively small scale
and limited end market and customer diversity, with the majority of
its revenues generated by providing services to two major
telecommunications and media companies. The rating also reflects
the cyclicality of capital spending in the telecommunications
sector, and the lack of operating history under QualTek's new
corporate structure.

Moody's anticipates that QualTek will benefit from elevated
spending in the North American telecommunications sector driven by
the fiber build out along with investments in wireless
infrastructure to support increased data traffic, higher demand for
faster speeds, and the eventual rollout of 5G. QualTek expects to
generate revenues of at least $500 million and to produce
mid-double digit EBITDA margins over the next 12 months, which
would result in an adjusted leverage ratio (Debt/EBITDA) in the
range of 4.0x-4.5x, and an interest coverage ratio (EBITA/Interest
Expense) of 2.5x-3.0x. If the company meets its forecast, then its
credit metrics will support the B3 corporate family rating and
temper some of the qualitative ratings constraints. However, the
company's financial projections incorporate high growth
expectations and substantial adjustments versus historical audited
financials, and its metrics could be materially weaker if expected
growth rates, cost savings and synergies are not achieved.

QualTek is expected to maintain good liquidity and will have no
meaningful debt maturities prior to the maturity date of the
proposed revolver in 2023. The company is expected to maintain a
modest cash balance and full availability on its $65 million
revolver (unrated), which is expected to be undrawn at closing. The
company should produce positive free cash flow due to its low
capital spending requirements since it relies on subcontractors to
perform a meaningful portion of its work.

The stable ratings outlook presumes the company's operating results
will moderately improve over the next 12 to 18 months and it will
maintain credit metrics that support its rating.

The ratings could be upgraded if the company sustains its credit
metrics and profit margins at projected levels, enhances its scale
and end market diversity and consistently generates positive free
cash flow. A leverage ratio sustained below 4.5x, interest coverage
above 2.0x and mid double digit EBITDA margins could support an
upgrade. However, QualTek's relatively small scale will limit its
upside ratings potential.

Negative rating pressure could develop if the company has a weaker
than expected operating performance that results in negative free
cash flow or a material deterioration in its credit metrics. The
leverage ratio rising above 6.0x or the interest coverage ratio
persisting below 1.5x could lead to a downgrade. A significant
reduction in borrowing availability or liquidity could also result
in a downgrade.

QualTek USA, LLC, headquartered in King of Prussia, PA, provides
engineering, infrastructure assessment, installation, project
management and fulfillment services to the North American
telecommunications sector. The company estimates it produced pro
forma revenues of about $400 million during the twelve months ended
March 31, 2018. Brightstar Capital Partners has agreed to acquire
QualTek and will be the majority owner of the company after the
acquisition is completed.



QUALTEK USA: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
QualTek USA, LLC. The outlook is stable.

S&P said, "At the same time, we assigned our 'B' issue-level and
'4' recovery ratings to the company's proposed $290 million senior
secured term loan due in 2025. The '4' recovery rating indicates
our expectation for average recovery (30%-50%; rounded estimate:
40%) in the event of a payment default.

"Our rating on QualTek reflects the company's participation in the
competitive and cyclical telecommunications engineering and
construction services market, its high customer concentration, high
debt leverage, and ownership by a private-equity sponsor. The
ratings also incorporate our view that the company will continue to
benefit from increased capital spending by its customers in the
telecommunications market as demand increases due to more data
traffic, which will require an upgraded network infrastructure. We
expect credit measures to gradually improve over our forecast
period but to remain appropriate for the current rating.

"The stable outlook on QualTek reflects our assumption that the
company will continue to benefit from recent acquisitions and
increased telecommunication construction spend over our forecast
period. We expect adjusted debt leverage to remain above 5x
throughout 2018 but gradually improve thereafter.

"We could lower our rating on QualTek over the next 12 months if
the company's earnings do not improve as we expect and its adjusted
debt leverage increases over 6.5x or its FOCF declines and
approaches break-even over a sustained period. This could occur due
to troubles integrating recent acquisitions or an unexpected
slowdown in the company's end markets.

"We consider an upgrade unlikely over the next 12 months given our
belief that QualTek's financial policies could be aggressive over
the medium term under its financial sponsor. We could raise our
rating on QualTek if its operating performance improves beyond our
expectations and it sustains adjusted debt leverage below 4x and
FOCF-to-debt above 10% and we believe that its financial sponsor's
financial policy will enable the company to maintain these levels."


QUANTUM CORP: Appoints Jamie Lerner as CEO and President
--------------------------------------------------------
Quantum Corp.'s Board of Directors has appointed Jamie Lerner as
chief executive officer and president effective July 1, 2018.  Mr.
Lerner succeeds Michael J. Dodson who had been serving as Quantum's
interim CEO and chief financial officer since May 31, 2018.  Mr.
Lerner will also be appointed to the Company's Board of Directors.

Mr. Lerner, a seasoned executive with experience developing
innovative technology portfolios and leading high-growth
organizations, will oversee the day-to-day leadership of the
company, including its ongoing business transformation and cost
savings initiatives.

"Jamie is a competitive and energetic leader with a strong
reputation for inspiring teams, fortifying business operations and
directing astute product strategies to deliver bottom-line
results," said Raghu Rau, chairman of Quantum.  "He understands the
storage market dynamics, customer needs and the opportunities that
exist.  We look forward to his leadership in helping Quantum
complete its highest priority of achieving sustained profitability
while delivering top storage solutions and services to customers."

Mr. Lerner brings strong storage industry knowledge and deep
cross-functional management experience and has served in top
executive roles at a number of global and Fortune 500 companies,
including Cisco and Seagate.  While at Cisco, Lerner led the
turnaround of three business units under the Cloud and Systems
Technology Group, and managed approximately 40 products with more
than 2,500 employees.  At Seagate, he served as president of the
Cloud Systems and Solutions business, where he integrated the
Xyratex acquisition, turned around eight quarters of negative
growth, and achieved four consecutive quarters of top line growth
above the plan of record.  Most recently, he served as vice
president and chief operating officer for Pivot3, a hyperconverged
infrastructure and video surveillance technology company, where he
had responsibility for operations, global field sales, customer
support, professional services, manufacturing and supply chain.

"I am excited to join Quantum during this transformative phase,"
said Lerner.  "At a time when the industry is experiencing
disruptive technologies and new, evolving storage requirements, I
see much opportunity for Quantum and its ability to drive customer
success.  I am truly excited to work with our customers, employees,
partners and shareholders to drive the next phase of Quantum's
success."

In connection with his employment as CEO, Mr. Lerner entered into
an offer letter with the Company providing for, among other things,
a base salary of $475,000.  Beginning with the Company's fiscal
year commencing April 1, 2019, Mr. Lerner will be eligible to
participate in the Company's annual incentive plan on the terms
determined by the Leadership and Compensation Committee of the
Board.  For fiscal year 2020, Mr. Lerner's target bonus will be
100% of his annual base salary.  In addition, the Board or the LCC
may, in its sole discretion, grant additional discretionary bonus
amounts to Mr. Lerner.

A full-text copy of the Offer Letter is available for free at:

                      https://is.gd/JV87C5

                       About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a scale-out tiered storage, archive
and data protection company, providing solutions for capturing,
sharing, managing and preserving digital assets over the entire
data lifecycle.  From small businesses to major enterprises, more
than 100,000 customers have trusted Quantum to address their most
demanding data workflow challenges.  Quantum's end-to-end, tiered
storage foundation enables customers to maximize the value of their
data by making it accessible whenever and wherever needed,
retaining it indefinitely and reducing total cost and complexity.

As of Sept. 30, 2017, Quantum Corp had $211.2 million in total
assets, $335.5 million in total liabilities and a total
stockholders' deficit of $124.3 million.   

On Jan. 11, 2018, Quantum received a subpoena from the SEC
regarding its accounting practices and internal controls related to
revenue recognition for transactions commencing April 1, 2016.
Following receipt of the SEC subpoena, the Company's audit
committee began an independent investigation with the assistance of
independent advisors, which is currently in process.

On Feb. 15, 2018, the New York Stock Exchange notified Quantum that
it is not in compliance with the NYSE's continued listing standard
because the company has not timely filed Form 10-Q for its fiscal
third quarter 2018 ended Dec. 31, 2017.


QUANTUM CORP: Terminates Nearly 100 Employees
---------------------------------------------
Over the course of the quarter ending June 30, 2018, Quantum
Corporation communicated workforce reductions and related actions
that eliminate approximately 100 positions.  These reductions are
incremental to, and continue, the actions disclosed by the Company
on Feb. 8, 2018, to rationalize the Company's cost structure. These
actions are expected to be completed by Sept. 30, 2018.  The
Company's preliminary estimate of the charges associated with these
actions is approximately $3.5 million, relating to one-time
termination severance and benefits.  Substantially all of these
charges result in future cash expenditures.

                       About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a scale-out tiered storage, archive
and data protection company, providing solutions for capturing,
sharing, managing and preserving digital assets over the entire
data lifecycle.  From small businesses to major enterprises, more
than 100,000 customers have trusted Quantum to address their most
demanding data workflow challenges.  Quantum's end-to-end, tiered
storage foundation enables customers to maximize the value of their
data by making it accessible whenever and wherever needed,
retaining it indefinitely and reducing total cost and complexity.

As of Sept. 30, 2017, Quantum Corp had $211.2 million in total
assets, $335.5 million in total liabilities and a total
stockholders' deficit of $124.3 million.   

On Jan. 11, 2018, Quantum received a subpoena from the SEC
regarding its accounting practices and internal controls related to
revenue recognition for transactions commencing April 1, 2016.
Following receipt of the SEC subpoena, the Company's audit
committee began an independent investigation with the assistance of
independent advisors, which is currently in process.

On Feb. 15, 2018, the New York Stock Exchange notified Quantum that
it is not in compliance with the NYSE's continued listing standard
because the company has not timely filed Form 10-Q for its fiscal
third quarter 2018 ended Dec. 31, 2017.


RANDAL D. HAWORTH: Seeks to Hire Havkin & Shrago as Counsel
-----------------------------------------------------------
Randal D. Haworth, M.D., Inc., seeks authority from the U.S.
Bankruptcy Court for the Central District of California to employ
Havkin & Shrago, Attorneys At Law, as bankruptcy counsel to the
Debtor.

Randal D. Haworth requires Havkin & Shrago to:

   (1) represent the Debtor at its Initial Debtor Interview;

   (2) represent the Debtor at its meeting of creditors pursuant
       to Bankruptcy Code, or any continuance thereof;

   (3) represent the Debtor at all hearings before the U.S.
       Bankruptcy Court involving the Debtor as a Chapter 11
       debtor, debtor in possession, and as a reorganized debtor,
       as applicable;

   (4) prepare on behalf of the Debtor, as Chapter 11 debtor and
       debtor in possession, is applicable, all necessary
       applications, motions, orders, and other legal papers;

   (5) advise the Debtor regarding matters of bankruptcy law,
       including the Debtor's rights and remedies with respect to
       the Debtor's assets and the claims of its creditors;

   (6) represent the Debtor with regard to all contested matters;

   (7) represent the Debtor with regard to the preparation of a
       disclosure statement and the negotiation, preparation, and
       implementation of a plan of reorganization;

   (8) analyze any secured, priority, or general unsecured claims
       that have been filed in the Debtor's bankruptcy case;

   (9) negotiate with the Debtor's secured and unsecured
       creditors regarding the amount and payment of their
       claims;

   (10) object to claims as may be appropriate; and

   (11) perform all other legal services for the Debtor as a
        Chapter 11 debtor and debtor in possession, as
        applicable, as may be necessary, other than adversary
        proceedings which would require a further written
        agreement.

Havkin & Shrago will be paid at these hourly rates:

      Stella Havkin                  $425
      Renee Linares Chin             $395

Havkin & Shrago will be paid a retainer in the amount of $20,000.

Havkin & Shrago will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Stella Havkin, a partner at Havkin & Shrago, Attorneys At Law,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.

Havkin & Shrago can be reached at:

     Stella Havkin, Esq.
     HAVKIN & SHRAGO ATTORNEYS AT LAW
     20700 Ventura Blvd. Ste. 328
     Woodland Hills, CA 91364
     Tel: (818) 999-1568
     Fax: (818) 305-6040
     E-mail: stella@havkinandshrago.com

                    About Randal D. Haworth

Randal D. Haworth M.D. Inc. filed a Chapter 11 bankruptcy petition
(Bankr. C.D. Cal. Case No. 18-16306) on May 31, 2018, estimating
under $1 million in both assets and liabilities.  The Debtor tapped
Havkin & Shrago, Attorneys At Law, as counsel.



RENNOVA HEALTH: Will Issue $610,000 of Convertible Debentures
-------------------------------------------------------------
Rennova Health, Inc., entered into an Additional Issuance Agreement
on June 27, 2018 with an existing institutional investor of the
Company.  Under the Issuance Agreement, the Company will issue
$610,000 aggregate principal amount of Senior Secured Original
Issue Discount Convertible Debentures due Sept. 19, 2019 and will
receive proceeds of $500,000.  The closing of the offering is
expected to occur on June 28, 2018, subject to customary closing
conditions.

The terms of the Debentures will be the same as those issued by the
Company under the previously-announced Securities Purchase
Agreement, dated as of Aug. 31, 2017, pursuant to which the Company
issued $2,604,000 aggregate principal amount of Senior Secured
Original Issue Discount Convertible Debentures due
Sept. 19, 2019.  The Debentures may also be exchanged for shares of
the Company's Series I-2 Convertible Preferred Stock under the
terms of the previously-announced Exchange Agreements, dated as of
Oct. 30, 2017.

The Debentures will be issued in reliance on the exemption from
registration contained in Section 4(a)(2) of the Securities Act of
1933, as amended, and by Rule 506 of Regulation D promulgated
thereunder as a transaction by an issuer not involving a public
offering.

Meanwhile, as a result of conversions and exercises of certain of
the Company's securities, as of June 26, 2018 the Company had
1,370,240,000 shares of common stock issued and outstanding.

                       About Rennova Health

Rennova Health, Inc. -- http://www.rennovahealth.com/-- provides
diagnostics and supportive software solutions to healthcare
providers.  The Company's principal lines of business are
diagnostic laboratory services, supportive software solutions and
decision support and informatics services.  The company is
headquartered in West Palm Beach, Florida.

Rennova Health reported a net loss attributable to common
shareholders of $108.5 million for the year ended Dec. 31, 2017,
compared to a net loss attributable to common shareholders of
$32.61 million for the year ended Dec. 31, 2016.

As of March 31, 2018, Rennova Health had $6.13 million in total
assets, $182.2 million in total liabilities, $5.83 million in
redeemable preferred stock I-1, $2.03 million in redeemable
preferred stock I-2, and a total stockholders' deficit of $183.90
million.

The report from the Company's independent accounting firm Green &
Company, CPAs, in Tampa, Florida, the Company's auditor since 2015,
on the consolidated financial statements for the year ended Dec.
31, 2017, includes an explanatory paragraph stating that the
Company has significant net losses, cash flow deficiencies,
negative working capital and accumulated deficit.  Those conditions
raise substantial doubt about the company's ability to continue as
a going concern.


REV GROUP: Moody's Alters Outlook to Stable & Affirms B1 Ratings
----------------------------------------------------------------
Moody's Investors Service changed REV Group, Inc.'s outlook to
stable from positive based on its expectation that the company's
operating performance and credit metrics will remain below its
earlier expectations as a result of increased commodity costs,
adverse product mix shifts, and higher shipping expenses. Moody's
also affirmed REV's existing ratings which include: B1 corporate
family rating (CFR); B1-PD probability of default rating; B1 rating
on the company's $450 million asset-based revolving credit facility
due 2022; and SGL-3 speculative grade liquidity ("SGL").

Moody's has taken the following rating actions:

Ratings affirmed:

Corporate Family Rating, at B1

Probability of Default Rating, at B1-PD

Senior secured revolving credit facility due April 25, 2022, at B1
(LGD4)

Speculative Grade Liquidity Rating, at SGL-3

Outlook: Changed to Stable from Positive

Moody's does not rate REV's $75 million term loan due April 2022

RATINGS RATIONALE

The change in outlook to stable from positive reflects the time the
company will likely need to implement some of the actions it is
taking to address near-term cost and margin challenges. These
headwinds include higher than anticipated steel and aluminum costs,
chassis availability and negative product mix. Furthermore,
elevated freight costs and working through restructuring actions
are also considered in the ratings.

REV's B1 CFR reflects the company's moderate leverage for the
rating category and brand strength within its niche markets
balanced against the highly seasonal nature of the business, free
cash flow sensitivity to working capital changes and expectation
that the company will have to continue to invest in capital and
other costs to sustain its anticipated growth and backlog.
Debt/EBITDA for the twelve month period ended April 30, 2018
(including Moody's standard adjustments) totaled 2.4x and remains
in line with the B1 CFR. The rating also recognizes the company's
leading market positions primarily in its fire & emergency and type
A school bus market segments as well as strong brand recognition
for its various well-known brands within each of its businesses
inclusive of its growing recreational vehicle segment. The rating
is supported by the company's scale, strong competitive position
within its niche markets, product diversification and adequate
liquidity.

Over the longer-term, the ratings reflect the aforementioned
favorable demographic and demand trends in the company's
end-markets. These factors are counterbalanced by relatively low
EBITDA margins for the rating category, an acquisitive history
largely debt-financed, cyclical end-markets and high degree of
seasonality in certain segments. In addition, given the company's
relatively recent IPO early last year, the ratings also reflect the
expectation that the company will maintain well-balanced financial
policies including balancing shareholder remuneration with a
conservative balance sheet.

The company's SGL-3 speculative grade liquidity rating reflects the
expectation that the company will maintain an adequate liquidity
profile characterized by negative free cash flow turning positive
in fiscal 2019 and adequate revolver availability with comfortable
covenant headroom. Moody's expectation of negative free cash flow
in fiscal 2018 is expected to be largely driven by capital
expenditure requirements and working capital changes.

The stable ratings outlook is supported by the expectation that the
restructuring and other actions the company is currently
undertaking should help to restore and improve margins by the
company's fiscal 2019. The outlook is also based on favorable
end-market fundamentals and the maintenance of an adequate
liquidity profile.

A ratings upgrade would likely emanate from a meaningful and
sustained improvement in profitability metrics with EBITA margins
increasing beyond 8% while maintaining debt-to-EBITDA below 2.5x.
In addition, a strengthening in the company's liquidity profile
with FCF-to-debt in the mid-to-high single-digits would also be
considered for an upgrade. A prudent capital structure that
balances the growth expectations that often are demanded of a
publicly traded company versus a more conservative financial debt
structure that includes paying down revolver debt soon after
acquisitions would also be considered.

The ratings could be pressured downward if there were a decline in
revenue growth or continued pressure on current operating margins.
In addition, the ratings could potentially be downgraded if there
is the expectation that end-market fundamentals are weakening due
to recessionary conditions impacting municipal and commercial
spending, or if the company's financial policies become aggressive
through debt-financed acquisitions or shareholder remuneration.

The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.

REV is a publicly-traded producer of specialty vehicles that
operates in three segments: Commercial, Fire & Emergency, and
Recreation. American Industrial Partners is a controlling
shareholder, owning over 50% percent of the company's common
shares. Revenues for the twelve month period ended April 30, 2018
totaled $2.4 billion.


RGIS HOLDINGS: S&P Alters Outlook to Negative & Affirms 'B-' CCR
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' corporate credit rating on
Auburn Hills, Mich.-based RGIS Holdings LLC and revised the outlook
to negative from stable.

S&P said, "At the same time, we affirmed our 'B-' issue-level
rating on the company's senior secured $35 million revolving credit
facility and $460 million first-lien term loan. The recovery rating
on the first-lien facility remains '3', indicating our expectation
for meaningful (50%-70%; rounded estimate: 50%) recovery in the
event of a default.

"The outlook revision reflects our expectation that covenant
cushion will tighten significantly over the next 12 months due to a
combination of factors including a challenged retail operating
environment, wage and employment pressures, and an upcoming 0.5x
stepdown in the leverage covenant. At the close of the first
quarter of 2018, covenant cushion tightened to 8.6% from 13.5% in
the fourth quarter of 2017. By the end of 2018, we believe that
there could be further deterioration to the mid- to
low-single-digit percent area as the covenant steps down to 5.5x in
the fourth quarter. Though we expect RGIS to remain successful in
its pursuit of new contract wins, we believe that most of the
top-line benefits will be muted by high operating costs, thereby
placing further pressure on earnings.

"The negative outlook reflects our expectation that covenant
cushion may decline to the low- to mid-single-digit percent area by
the end of the year due to a combination of earnings pressure from
a difficult operating environment and an upcoming covenant stepdown
occurring in the fourth quarter of 2018.

"We could lower the ratings on RGIS over the next 12 months if
leverage continues to increase, resulting in the potential for a
covenant breach or a situation whereby we deem the capital
structure to be unsustainable. This could occur if covenant cushion
drops to and remains in the low-single-digit percent area, EBITDA
cash interest coverage declines below 1.5x, or free cash flow
declines to break-even levels. A continuation of employee
productivity challenges could result in service quality issues,
which can trigger customer losses or payment delays, leading to a
further deterioration in operating performance and liquidity and
precipitating the occurrence of the aforementioned events.

"While unlikely over the next 12 months, we could revise our
outlook to stable if RGIS is able to expand and maintain its
covenant cushion in the mid-teens percent area and maintain
positive levels of cash flow generation. This could happen if the
company achieves meaningful employee productivity gains, top-line
growth, and manages its costs such that profitability and operating
performance strengthen. This could also be achieved if the company
is successful in amending its covenant levels to provide more
flexibility and headroom."


RI STATE ENERGY: Moody's Alters Ratings Outlook to Stable
---------------------------------------------------------
Moody's Investors Service affirmed the Ba3 rating on Rhode Island
State Energy Center, LP's (RISEC) senior secured credit facilities
and revised the outlook to stable from negative. RISEC has a $300
million Term Loan B due 2022 and a $50 million revolving facility
due 2020.

RISEC owns an 594 megawatt (MW) (nominal rating) combined cycle
generating facility in Johnston, Rhode Island and operates in the
New England ISO (ISO-NE) market.

Outlook Actions:

Issuer: Rhode Island State Energy Center, LP

Outlook, Changed To Stable From Negative

Affirmations:

Issuer: Rhode Island State Energy Center, LP

Senior Secured Bank Credit Facility, Affirmed Ba3

RATINGS RATIONALE

The rating affirmation and stable outlook are driven by increased
cash flow visibility over the remaining life of the term loan.
RISEC recently signed a 3-year tolling agreement to deliver power
at fixed energy margins to an A-rated counterparty from January
2019 through December 2021. These revenues plus known capacity
payments through May 2022 and hedged energy margins in place for
the remainder of 2018 support cash flows for nearly the entire
remaining life of the loan, which matures in December 2022. Over
the next three years, Moody's projects RISEC will produce solid
Ba-category credit metrics and will achieve substantial
deleveraging of around $70 million by 2020. Forecasted metrics
weaken in 2022 ahead of the loan's December maturity absent a
capacity price recovery or tolling extension.

In 2017, RISEC earned around $22 million in energy margin,
unchanged from 2016. Stronger capacity market auction prices
increased 2017 capacity revenues by about $14 million, contributing
to stronger credit metrics for the year. In 2017, RISEC achieved an
adjusted debt service coverage ratio (DSCR) of 1.7x and funds from
operations to debt (FFO/Debt) of 8.4%, an improvement over 2016's
1.3x DSCR and 1% FFO/Debt metrics.

Dislocation in the New England capacity markets is likely to
continue through 2019 and pricing will remain volatile until a
market balance is reached either through ISO-NE initiatives or
supply exits. ISO-NE's most recent forward capacity auction (FCA)
auction result was $4.30/kw-mo for the 2021/22 auction period,
which runs from June to May. The result fell below Moody's
$5.00/kw-mo expectation and continued the downward trend seen in
recent years. The previous two auctions resulted in prices of
$7.03/kw-mo in 2019/20 and $5.30/kw-mo in 2020/21, well below the
current $11.08/kw-mo rate currently in effect for the 2018/19
auction period. Should developments within ISO-NE to increase
demand response, energy efficiency initiatives and renewables
materialize, declines in capacity auctions from the $5.00/kw-mo
point are a distinct possibility.

Moody's expects RISEC to achieve metrics consistent with a Ba
rating category in 2018 and 2019, with FFO/Debt and DSCRs nearing
15% and around 3.0x. RISEC is currently receiving peak capacity
market pricing of $11.08/kw-mo, which should produce more than $60
million of capacity revenues between June 2018 and May 2019 and
result in around $24 million of debt reduction in 2018.

Rating Outlook

The stable rating outlook reflects Moody's expectation for RISEC to
achieve significant deleveraging over the next several years while
maintaining Ba-category credit metrics, with FFO/Debt above 10% and
DSCR above 2x.

Factors that could lead to a Downgrade

The ratings could be downgraded if FFO/Debt and DSCRs remain
consistently less than 10% and 2.0x respectively. Substantially
weak operating performance with availability below 90% or forced
outage rates above 10% could also warrant negative rating action.

Factors that could lead to an Upgrade

An upgrade could occur if RISEC were able to deleverage
substantially or if FCA capacity market pricing increased such that
the project was expected to sustain FFO/Debt above 15% and DSCRs
above 3x during the project's tail in 2021-2022.


RIVER CREE: S&P Withdraws 'B' Long Term Corporate Credit Rating
---------------------------------------------------------------
S&P Global Ratings said it withdrew its ratings on River Cree
Enterprises L.P., including its 'B' long-term corporate credit
rating on the company, and 'B-' issue-level rating on the senior
secured second-lien notes,at the issuer's request.



RMS TITANIC: Disclosure Statement Hearing Set for July 25
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida is set
to hold a hearing on July 25, at 1:30 p.m., to consider approval of
the disclosure statement filed by the official committee of equity
security holders of Premier Exhibitions, Inc.

The hearing will take place at Courtroom A.  Objections to the
disclosure statement must be filed and served seven days before the
hearing.

                         About RMS Titanic

Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta,
Georgia, is a presenter of museum quality exhibitions throughout
the world.  Premier -- http://www.PremierExhibitions.com/--
develops and displays unique exhibitions for education and
entertainment including Titanic: The Artifact Exhibition, BODIES.
The Exhibition, Tutankhamun: The Golden King and the Great
Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real
Pirates in partnership with National Geographic.  The success of
Premier Exhibitions lies in its ability to produce, manage, and
market exhibitions.

RMS Titanic and seven of its subsidiaries filed voluntary petitions
for reorganization under Chapter 11 of the Bankruptcy Code (Bankr.
M.D. Fla. Lead Case No. 16-02230) on June 14, 2016.  In the
petitions signed by former CFO and COO Michael J. Little, the
Debtors estimated both assets and liabilities of $10 million to $50
million.

The Chapter 11 cases are assigned to Judge Paul M. Glenn.

Daniel F. Blanks, Esq., and Lee D. Wedekind, III, Esq., at Nelson
Mullins Riley & Scarborough LLP, serve as the Debtors' counsel.
The Debtors employ Brian A. Wainger, Esq., at Kaleo Legal as
special litigation counsel, outside general counsel, securities
counsel, and conflicts counsel; Robert W. McFarland, Esq., at
McGuireWoods LLP as special litigation counsel; Steven L. Berson,
Esq., at Dentons US LLP and Dentons Canada LLP as outside general
counsel and securities counsel; Oscar N. Pinkas, Esq., at Dentons
LLP as outside general counsel and securities counsel.

The Debtors also employed Ronald L. Glass as Chief Restructuring
Officer and GlassRatner Advisory & Capital Group, LLC, as financial
advisors.

Guy Gebhardt, acting U.S. trustee for Region 21, on Aug. 24, 2016
appointed three creditors to serve on the official committee of
unsecured creditors of RMS Titanic, Inc., and its affiliates.  The
Committee hired Avery Samet, Esq. and Jeffrey Chubak, Esq., at
Storch Amini & Munves PC, and Richard R. Thames, Esq. and Robert A.
Heekin, Jr., Esq., at Thames Markey & Heekin, P.A., as counsel.

The official committee of equity security holders of Premier
Exhibitions Inc. retained Peter J. Gurfein, Esq., at Landau
Gottfried & Berger LLP as counsel; Jacob A. Brown, Esq., and
Katherine C. Fackler, Esq., at Akerman LLP as Co-Counsel; and Teneo
Securities LLC as financial advisor.


ROBERT PHELPS: $245K Sale of Big Bear City Property to Ariases OK'd
-------------------------------------------------------------------
Judge Mark S. Wallace of the U.S. Bankruptcy Court for the Central
District of California authorized Robert Kenneth Phelps and Sharon
Lee Phelps to sell the real property located at 352 E. Aeroplane
Boulevard, Big Bear City, California, to Caesar and Gina Arias for
$245,000.

A hearing on the Motion was held on June 5, 2018 at 2:00 p.m.

The costs of sale incurred in selling the Real Property, including
the real estate broker's commission, may be paid through escrow.
The Escrow will pay the Debtors' proceeds of sale to The Turoci
Firm Trust Account.

The 14-day stay under FRBP 6004(h) is waived.

Robert Kenneth Phelps and Sharon Lee Phelps sought Chapter 11
protection (Bankr. C.D. Cal. Case No. 17-15310) on June 26, 2017.
The Debtors tapped Todd L. Turoci, Esq., at The Turoci Firm, as
counsel.


RONALD AND GRACE: Taps NAI Atlantic as Realtor
----------------------------------------------
Ronald and Grace Faillace, LLC, seeks approval from the U.S.
Bankruptcy Court for the District of New Jersey to hire a realtor.

The Debtor proposes to employ NAI Atlantic Coast Realty to list and
market its real properties located at 713 and 715 Old Shore Road,
Forked River, New Jersey.

The firm will get a commission of 5% of the sale price.

John Sudia, a real estate agent employed with NAI Atlantic,
disclosed in a court filing that he and his firm are
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.

The firm can be reached through:

     John J. Sudia
     NAI Atlantic Coast Realty
     1415 Hooper Avenue, Suite 306
     Toms River, NJ 08753
     Tel: +1 732 736 1300
     Fax: +1 732 505 9498

                About Ronald and Grace Faillace LLC

Ronald and Grace Faillace owns in fee simple a real property
located 713 Old Shore Road, Forked River, New Jersey, currently
valued at $407,727; and a separate real property located at 715 Old
Shore Road, Forked River, New Jersey, with a current valuation of
$1.17 million.

Ronald and Grace Faillace sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. N.J. Case No. 18-16649) on April 3,
2018.  In the petition signed by Ronald Faillace, limited partner,
the Debtor disclosed $1.61 million in assets and $912,660 in
liabilities.  Judge Michael B. Kaplan presides over the case.  The
Debtor hired Daniel E. Straffi, Esq., at Straffi & Straff, LLC as
its legal counsel.


ROSEGARDEN HEALTH: Trustee Taps Reid and Riege as Legal Counsel
---------------------------------------------------------------
The Chapter 11 trustee for The Rosegarden Health and Rehabilitation
Center LLC and Bridgeport Health Care Center Inc. seeks approval
from the U.S. Bankruptcy Court for the District of Connecticut to
hire his own firm as legal counsel.

Jon Newton, the court-appointed trustee, proposes to employ Reid
and Riege, P.C. to assist him in performing his official functions
under the Bankruptcy Code; investigate the Debtors' financial
condition and business operations; and provide other legal services
related to the Debtors' Chapter 11 cases.

The firm's hourly rates range from $190 to $245 for paralegals and
from $220 for junior attorneys to $575 for senior attorneys.

Mr. Newton disclosed in a court filing that his firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.

Reid and Riege can be reached through:

     Jon P. Newton, Esq.
     Reid and Riege, P.C.
     One Financial Plaza, 21st Floor
     Hartford, CT 06103
     Phone: (860) 278-1150
     Fax: (860) 240-1002
     Email: jnewton@rrlawpc.com

                 About The Rosegarden Health and
                    Rehabilitation Center LLC

Located in Waterbury, Connecticut, Bridgeport Health Care Center
and The Rosegarden Health and Rehabilitation Center LLC --
http://www.bridgeporthealthcarecenter.com/-- provide long and
short-term nursing care and rehabilitation services.  Bridgeport
offers nursing care, Alzheimer's care, rehabilitation and physical
therapy, wound care, dietary, respite care, and hospice care.

Rosegarden services include 24-hour nursing care, APRN on Staff,
short-term and long-term rehab, physical therapy, speech therapy,
occupational therapy, IV therapy/medical/incontinence management,
CPAP/BIPAP/ tracheotomy care, podiatry; dental, audiology services,
respiratory care, among others.

Bridgeport Health Care Center Inc. and a related debtor The
Rosegarden Health and Rehabilitation Center LLC sought Chapter 11
protection (Bankr. D. Conn. Case Nos. 18-50488 and 18-30623,
respectively) on April 18, 2018.  In the petitions signed by its
chief financial officer, Chaim Stern, Bridgeport estimated assets
and liabilities of less than $50 million, and Rosegarden Health
estimated assets and liabilities less than $10 million.

The Hon. Julie A. Manning is the case judge.

Richard L. Campbell, Esq., at White and Williams LLP, serves as the
Debtors' counsel.

William K. Harrington, the United States Trustee for Region 2, in
furtherance of his administrative responsibilities and the Order
entered by the U.S. Bankruptcy Court for the District of
Connecticut on May 11, 2018, has appointed Joseph J. Tomaino as
patient care ombudsman in the cases.  The PCO hired Barbara H.
Katz, as counsel.


SCHLETTER INC: Proposed Auction Sale of All Assets Approved
-----------------------------------------------------------
Judge J. Craig Whitley of the U.S. Bankruptcy Court for the Western
District of North Carolina authorized the bidding procedures of
Schletter Inc. in connection with the sale of substantially all
assets to Avenue Europe International Management L.P. for $2.6
million, subject to overbid.

The Stalking Horse Bidder's bid is approved as the Stalking Horse
Bid.  The Stalking Horse Bid will be and is deemed a Qualified Bid
for all purposes of the Bidding Procedures and the Stalking Horse
Bidder will be and is deemed a Qualified Bidder for all purposes of
the Bidding Procedures.  The Stalking Horse Bidder has provided a
good faith deposit in the amount of $350,000.

Upon execution, the Debtor will file the asset purchase agreement
entered into between the Debtor and the Stalking Horse Bidder as a
supplemental exhibit to the Order.  The Stalking Horse Agreement
will amend and replace the Bid.

The Termination Fee to be paid to the Stalking Horse Bidder
pursuant to the terms of the Stalking Horse Bid is approved by the
Court.  The Debtor is authorized to pay the Termination Fee, equal
to 3% of the Purchase Price (which is a fee of $78,000) to the
Stalking Horse Bidder pursuant to the terms of the Stalking Horse
Bid.

The obligation of the Debtor and its estate to return the Deposit
and to pay the Termination Fee constitute allowed superpriority
administrative claims.  Except for the Stalking Horse Bidder, no
other Potential Bidder will be entitled to any breakup fee, overbid
fee, termination fee, expense reimbursement, or similar type of
payment.

The Bid Deadline is June 26, 2018, at 11:00 a.m. (ET).  The Auction
will be conducted in accordance with the Bidding Procedures and
take place on June 28, 2018, at 10:00 a.m. (ET) at the offices of
Moore & Van Allen PLLC, 100 North Tryon Street, Suite 4700,
Charlotte, NC 28202, or at such other place and time as the Debtor
will notify all Qualified Bidders and other invitees and creditors.
The Auction will commence with the Starting Qualified Bid and then
proceed in minimum increments to be announced at the Auction.  The
Sale Hearing will be held before the Court on July 2, 2018, at
11:00 a.m. (ET), or as soon thereafter as the counsel and
interested parties may be heard.

On June 12, 2018, the Debtor will cause the Notice of Auction and
Sale Hearing, and a copy of the Bidding Procedures Order upon all
notice parties.  The Debtor will serve upon all non-Debtor parties
to the Executory Contracts and Unexpired Leases the Notice of
Assumption and Assignment.  The Cure/Assignment Objection Deadline
is June 26, 2018, at 4:00 p.m. (ET).  The Sale Objection Deadline
is June 29, 2018 at 12:00 p.m. (ET).

The stays provided for in Bankruptcy Rules 6004(h) and 6006(d) are
waived and Bidding Procedures Order will be effective immediately
upon its entry.

A copy of the Bidding Procedures attached to the Order is available
for free at:

    http://bankrupt.com/misc/Schletter_Inc_170_Order.pdf

                     About Schletter Inc.

Schletter Inc. -- https://www.schletter.us -- is a manufacturer of
photovoltaic mounting systems made of aluminum and steel for
utility-scale, commercial, and residential PV applications.  The
Company is part of the Schletter Group that manufactures mounting
systems for roofs, facades and open areas (solar farms) as well as
solar carports.  With production facilities in Germany, the USA
and
China as well as an international network of distribution and
service companies, the Schletter Group is active in all important
international markets.

Schletter Inc., based in Shelby, NC, filed a Chapter 11 petition
(Bankr. W.D.N.C. Case No. 18-40169) on April 24, 2018.  The Hon.
Craig J. Whitley presides over the case.  In the petition signed by
Russell Schmit, president and CEO, the Debtor estimated $10 million
to $50 million in both assets and liabilities.

The Debtor hired Hillary B. Crabtree, Esq., of Moore & Van Allen
PLLC, as counsel; and Prime Clerk LLC as claims and noticing agent.


SCOTTISH HOLDINGS: Court Approves Disclosure Statement
------------------------------------------------------
Jeff Montgomery, writing for Bankruptcy Law360, reports that
Scottish Holdings Inc. secured Delaware Bankruptcy Court approval
for its Chapter 11 disclosure and voting plan, with a judge's
caveat that the court could consider 11th hour objections to voting
provisions.  The approval marked another advance in restructuring
efforts by the multi-jurisdictional investment venture, after an
earlier asset auction and approval of an agreement allowing
coordination with affiliate insolvency proceedings in the Cayman
Islands and Bahamas.  A confirmation hearing is set for August, the
report adds.

As reported by the Troubled Company Reporter, the joint plan of
reorganization for Scottish Holdings, Inc., and Scottish Annuity &
Life Insurance Company (Cayman) Ltd., provides for the sale of
SALIC and certain of its affiliates as a going concern to HSCM
Bermuda Fund Ltd. (the "Plan Sponsor") free and clear of all funded
indebtedness and certain general unsecured claims unrelated to
SALIC's reinsurance business.

The Plan provides for: (1) the reorganization and recapitalization
of the Debtors and certain of their non-debtor Affiliates through
the Recapitalization Funding Payment consisting of a new money
contribution of $12,500,000 by the Plan Sponsor; (2) the funding of
distributions to the Debtors' creditors through an additional new
money contribution of $12,500,000 by the Plan Sponsor in the form
of the Plan Funding Payment; (3) in exchange for the consideration,
the issuance or assignment to the Plan Sponsor of all of the equity
interests of the Debtors; (4) the assumption of all or
substantially all reinsurance treaties in which SALIC acts as
reinsurer or retrocessionaire; and (5) the distribution to Holders
of Allowed Claims of beneficial interests in a trust that will make
distributions of Cash from the Plan Funding Payment and other
assets that may be transferred to the Distribution Trust on such
Allowed Claims in accordance with the priority scheme established
by the Bankruptcy Code.

The Recapitalization Funding Payment benefits Holders of Allowed
Claims because it allows SALIC to avoid liquidation and the
concomitant rejection of its reinsurance treaties. Rejection of
SALIC's reinsurance treaties would result in very large rejection
damage claims and could trigger claims under the SALIC-SRUS New
Worth Maintenance Agreement, which claims would severely dilute
recoveries to Holders of Allowed Claims.

The Plan proposes the following classification and treatment of
claims:

   * Class 1 - Secured Claims. Unless a Holder of an Allowed
Secured Claim agrees to lesser treatment, on the Effective Date,
or
as soon as reasonably practicable thereafter, each Holder of an
Allowed Secured Claim will receive one of the following treatments
on account of the Allowed Secured Claim, at the option of the
Debtors or the Distribution Trustee, as applicable, and, if
required, with the consent of the Plan Sponsor: (a) reinstatement
of the Allowed Secured Claim as against any collateral or proceeds
held by the Distribution Trust; (b) reinstatement of the Allowed
Secured Claim as against any collateral or proceeds held by the
Reorganized Debtors; (c) in full and final satisfaction,
compromise, settlement, release, and discharge of and in exchange
for the Allowed Secured Claim, Cash equal to the full Allowed
amount of the Claim; or (d) delivery of the collateral securing
any
Claim and payment of any interest required under section 506(b) of
the Bankruptcy Code. The Holders of Claims in Class 1 will be
conclusively deemed to have accepted the Plan pursuant to section
1126(f) of the Bankruptcy Code.

   * Class 2 - Priority Non-Tax Claims. Unless a Holder of an
Allowed Priority Non-Tax Claim agrees to lesser treatment, on the
Effective Date, or as soon as reasonably practicable thereafter,
each Holder of an Allowed Priority Non-Tax Claim will receive in
full, final and complete satisfaction, settlement, release, and
discharge of the Allowed Priority Non-Tax Claim, either: (i) to
the
extent the Priority Non-Tax Claim is Allowed as of the Effective
Date, payment in full in Cash of the unpaid portion of the Allowed
Priority Non-Tax Claim as a Closing Date Plan Distribution on the
Effective Date, or as soon as reasonably practicable thereafter,
or
(ii) to the extent the Priority Non-Tax Claim is Allowed after the
Effective Date, payment in full in Cash of the unpaid portion of
the Allowed Priority Non-Tax Claim from the Distribution Trust at
the time as Priority Non-Tax Claim is Allowed, or as soon as
reasonably practicable thereafter.

   * Class 3 - Intercompany Claims. Intercompany Claims will be
paid, adjusted, continued, settled, reinstated, discharged,
eliminated, or otherwise managed, in each case to the extent
determined to be appropriate by the applicable Debtor(s) or
Reorganized Debtor(s) and certain of their non-debtor Affiliates.
For the avoidance of doubt, Intercompany Claims will not receive a
distribution of Distribution Trust Interests and will not
otherwise
be entitled to any of the assets of the Distribution Trust.

   * Class 4 - SHI TruPS Claims. Unless a Holder of an Allowed SHI
TruPS Claim agrees to lesser treatment, on the Effective Date, or
as soon as reasonably practicable thereafter, each Holder of an
Allowed SHI TruPS Claim will receive, in full and final
satisfaction, compromise, settlement, release, and discharge of
and
in exchange for the Claim, a Pro Rata Share of Distribution Trust
Interests. Each Holder of an Allowed SHI TruPS Claim will be paid
in Cash from the Distribution Trust on the Distribution Date for
its Pro Rata Share of Distribution Trust Interests, after payment
in full, or a reserve being established for, all Administrative
Claims, Priority Claims, and Secured Claims, all in accordance
with
the Distribution Trust Agreement.

   * Class 5 - SHI General Unsecured Claims. Unless a Holder of an
Allowed SHI General Unsecured Claim agrees to lesser treatment, on
the Effective Date, or as soon as reasonably practicable
thereafter, each Holder of an Allowed SHI General Unsecured Claim
will receive, in full and final satisfaction, compromise,
settlement, release, and discharge of and in exchange for the
Claim, a Pro Rata Share of Distribution Trust Interests. Each
Holder of an Allowed SHI General Unsecured Claim will be paid in
Cash from the Distribution Trust on the Distribution Date for its
Pro Rata Share of Distribution Trust Interests, after payment in
full, or a reserve being established for, all Administrative
Claims, Priority Claims, and Secured Claims, all in accordance
with
the Distribution Trust Agreement.

   * Class 6 - SALIC TruPS Claims. Unless a Holder of an Allowed
SALIC TruPS Claim agrees to lesser treatment, on the Effective
Date, or as soon as reasonably practicable thereafter, each Holder
of an Allowed SALIC TruPS Claim will receive, in full and final
satisfaction, compromise, settlement, release, and discharge of
and
in exchange for the Claim, a Pro Rata Share of Distribution Trust
Interests. Each Holder of an Allowed SALIC TruPS Claim will be
paid
in Cash from the Distribution Trust on the Distribution Date for
its Pro Rata Share of Distribution Trust Interests, after payment
in full, or a reserve being established for, all Administrative
Claims, Priority Claims, and Secured Claims, all in accordance
with
the Distribution Trust Agreement.

   * Class 7 - SALIC General Unsecured Claims. Unless a Holder of
an Allowed SALIC General Unsecured Claim agrees to lesser
treatment, on the Effective Date, or as soon as reasonably
practicable thereafter, each Holder of an Allowed SALIC General
Unsecured Claim will receive, in full and final satisfaction,
compromise, settlement, release, and discharge of and in exchange
for the Claim, a Pro Rata Share of Distribution Trust Interests.
Each Holder of an Allowed SALIC General Unsecured Claim will be
paid in Cash from the Distribution Trust on the Distribution Date
for its Pro Rata Share of Distribution Trust Interests, after
payment in full, or a reserve being established for, all
Administrative Claims, Priority Claims, and Secured Claims, all in
accordance with the Distribution Trust Agreement.

   * Class 8 - Subordinated Claims. Holders of Allowed
Subordinated
Claims will not receive or retain any property on account of the
Claims. On the Effective Date, Subordinated Claims will be deemed
automatically cancelled, released, and extinguished without
further
action by any Debtor or any Reorganized Debtor, and the
obligations
of the Debtors will be forever discharged.

   * Class 9 - SALIC Existing Equity Interests. SALIC Existing
Equity Interests are Unimpaired by the Plan and will be treated in
accordance with the Stock Purchase Agreement, the Plan Sponsorship
Agreement, and the Restructuring Implementation Agreement, as
provided in Section 6.1 of the Plan.

   * Class 10 - SHI Existing Equity Interests. All SHI Existing
Equity Interests will be cancelled and reissued at the direction
of
the Plan Sponsor as described in Section 6.1 of the Plan.

A full-text copy of the Disclosure Statement dated April 18, 2018,
is available at:

                  http://bankrupt.com/misc/deb18-10160-214.pdf

           About Scottish Holdings and Scottish Annuity
                & Life Insurance Company (Cayman)

Scottish Holdings, Inc., and Scottish Annuity & Life Insurance
Company (Cayman) operate as subsidiaries of Scottish Re Group Ltd.
Scottish Re Group Limited -- http://www.scottishre.com/-- is a
holding company organized under the laws of the Cayman Islands with
its principal executive office in Bermuda.  Through its operating
subsidiaries, the company is engaged in the reinsurance of life
insurance, annuities and annuity-type products.  These products are
written by life insurance companies and other financial
institutions primarily located in the United States. Scottish Re
Group has operating companies in Bermuda, Ireland, and the United
States.

Scottish Holdings and Scottish Annuity sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
18-10160) on Jan. 28, 2018.  In the petition signed by CEO Gregg
Klinenberg, the Debtor estimated assets and liabilities of $1
billion to $10 billion.

The Debtors hired Hogan Lovells US LLP as bankruptcy counsel;
Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Mayer Brown LLP
as special counsel; and Keefe, Bruyette & Woods, Inc. as investment
banker.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Feb. 20, 2018.  The Committee tapped Mayer
Brown LLP as special counsel and Appleby (Cayman) Ltd. as special
counsel.

Max Mailliet serves as Luxembourg insolvency receiver of non-debtor
affiliate Scottish Financial (Luxembourg) S.a r.l.


SCOTTSBURG HOSPITALITY: Seeks Authorization to Use Cash Collateral
------------------------------------------------------------------
Scottsburg Hospitality, LLC, seeks authorization from the U.S.
Bankruptcy Court for the Southern District of Indiana to use cash
collateral.

The Debtor is the owner of certain real property and improvements
located in Scottsburg, Indiana, operated as the Hampton Inn and
Suites by Hilton Scottsburg (the "Hotel"), under the terms of a
Franchise Agreement with Hilton Franchise Holding, LLC.

Pursuant to its Franchise Agreement, the Debtor is obligated to
satisfy the terms of a Product Improvement Plan requiring
substantial updates and renovations to the property over an
18-month period to meet Hilton Worldwide standards. It is customary
in the hotel industry that hotel owners are obligated to perform in
accordance with PIP Plans on a periodic basis in order to ensure
that hotel properties continue to meet brand standards established
by the franchisor.

In order to continue to generate income, the Debtor contends that
it must continue to operate the hotel, to honor guest reservations,
and provide the services expected pursuant to its Franchise
Agreement, to pay wages/salaries to employees, to pay franchise
fees, to acquire the inventory and equipment necessary to enable
the hotel to continue to operate, and to gradually fund renovations
and improvements required pursuant to the Product Improvement
Plan.

The proposed budget provides expenses in the aggregate sum of
$246,640 for the month of June, $255,833 for the month of July, and
$245,438 for the month of August.

By virtue of a series of assignments, U.S. Bank, N.A., as Trustee
for the Registered Holders of ML-CFC Commercial Mortgage
Pass-Through Certificates Series 2007-7, alleges it is the assignee
of the Loan and Security Agreement between PNC Bank, N.A. and the
Debtor.

U.S. Bank contends that as of April 1, 2018, it was owed
$3,402,200.92. Since that time, the Debtor has made monthly
payments of principal and interest to U.S. Bank on or about the 1st
of each month. The Debtor believes that U.S. Bank also effectuated
a setoff against certain of Debtor’s bank accounts in the amount
of over $230,000, thereby substantially reducing the claim of U.S.
Bank. The Debtor believes the going concern value of the Hotel is
substantially in excess of the U.S. Bank Claim.

LNR Partners, LLC is acting as the successor special servicer of
the loan for U.S. Bank.

As adequate protection for the use of cash collateral, the Debtor
proposes the following:

     (a) U.S. Bank will be granted replacement liens on
post-petition receivables and accounts to the same extent and
validity as such liens existed in the pre-petition cash
collateral;

     (b) The Debtor will continue to maintain appropriate insurance
and pay tax obligations as they come due;

     (c) The Debtor will make monthly debt service payments of
principal and interest to U.S. Bank in the amount of $23,598; and

     (d) The Debtor will make periodic financial and operational
reporting to U.S. Bank.

A full-text copy of the Cash Collateral Motion is available at

           http://bankrupt.com/misc/insb18-90833-3.pdf

                    About Scottsburg Hospitality

Scottsburg Hospitality, LLC, is a privately held company that
operates in the traveler accommodation industry.

Scottsburg Hospitality sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ind. Case No. 18-90833) on June 11,
2018.  In the petition signed by Michael A. Dora, president, the
Debtor estimated assets and debts of less than $10 million.  

The Hon. Basil H. Lorch III presides over the case.

The Debtor engaged Fultz Maddox Dickens PLC as counsel.


SENIOR OAKS: July 26 Hearing on Plan and Disclosures
----------------------------------------------------
Bankruptcy Judge Katharine M. Samson has conditionally approved
Senior Oaks, LLC's small business disclosure statement with respect
to a chapter 11 plan dated June 13, 2018.

July 19, 2018 is fixed as the last day for filing written
acceptances or rejections of the plan.

July 26, 2018 at 1:30 p.m., in the William M. Colmer Federal
Building, Courtroom 1, 701 North Main Street, Hattiesburg,
Mississippi, is fixed for the hearing on final approval of the
disclosure statement and for the hearing on the confirmation of the
plan.

July 17, 2018 is fixed as the last day for filing and serving
written objections to the disclosure statement and confirmation of
the plan.

                       About Senior Oaks

Senior Oaks, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Miss. Case No. 17-52141) on Oct. 30, 2017.  In the
petition signed by its owner, Brenda Lee Chapman, the Debtor
estimated $100,000 to $500,000 in both assets and liabilities.  The
Debtor is represented by David L. Lord, Esq., at David L. Lord and
Associates, P.A., in Gulfport, Mississippi.


SHIRAZ HOLDINGS: Court OK's Plan Outline; July 31 Plan Hearing
--------------------------------------------------------------
Bankruptcy Judge Mindy A. Mora issued an order approving Shiraz
Holdings, LLC's disclosure statement as amended in support of its
chapter 11 plan.

The court has set a hearing on July 31, 2018 at 1:30 p.m. to
consider confirmation of the plan at the U.S. Bankruptcy Court,
Flagler Waterview Building, 1515 North Flagler Drive, Room 801,
Courtroom A, West Palm Beach, Florida 33401.

The last day for filing and serving objections to confirmation of
the plan, and the day for filing a ballot accepting or rejecting
the plan is July 17, 2018.

The Troubled Company Reporter reported on June 20, 2018 that under
the plan, C&T Financial will either: (1) be paid the amount of
their Allowed Claim, plus all accrued interest, Fees and Expenses,
that, collectively, will not exceed $2,263,897.07, from proceeds of
the sale of the Iris Property, which will be pending as of June 30,
2018; or (2) if a sale of the Iris Property is not pending as of
June 30, 2018, C&T: (a) will receive the Iris Property excepting
all contents of the Iris Property existing on or about May 15,
2018, free and clear of all Liens, Claims, and Interests through
quitclaim deed, that will be delivered within one week from entry
of the Confirmation Order to counsel for C&T.

A full-text copy of the Third Amended Disclosure Statement is
available at:

       http://bankrupt.com/misc/flsb17-17968-248.pdf

                     About Shiraz Holdings

Shiraz Holdings, LLC, based in Delray Beach, Fla., filed a Chapter
11 petition (Bankr. S.D. Fla. Case No. 17-17968) on June 26, 2017.
In the petition signed by Jordan A. Satary, managing member, the
Debtor estimated $10 million to $50 million in both assets and
liabilities.  The Hon. Paul G. Hyman, Jr. presides over the case.
Thomas M. Messana, Esq., at Messana, P.A., serves as bankruptcy
counsel to the Debtor.  Fadi Elkhatib and Ten-X, LLC, serve as the
Debtor's real estate broker.  Ten-X, LLC, is the Debtor's
auctioneer.

The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Shiraz Holdings LLC.


SM SEED: Taps R. Grace Rodriguez as Legal Counsel
-------------------------------------------------
SM Seed & Milling, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of California to hire the Law
Offices of R. Grace Rodriguez as its legal counsel.

The firm will advise the Debtor regarding matters of bankruptcy
law; conduct examinations; assist in the preparation and
implementation of a bankruptcy plan; and provide other legal
services related to its Chapter 11 case.

R. Grace Rodriguez, Esq., and Dana Douglas, Esq., the attorneys who
will be handling the case, will each charge $350 per hour.  Any
work performed by legal assistants will be billed at $75 per hour.

The firm received a retainer in the sum of $12,500 from the Debtor.


Ms. Douglas disclosed in a court filing that she and her firm do
not hold any interest adverse to the Debtor.

The firm can be reached through:

     R. Grace Rodriguez, Esq.
     Dana M. Douglas, Esq.  
     The Law Offices of R. Grace Rodriguez
     21000 Devonshire Street, Suite 111
     Chatsworth, CA 91311
     Tel: (818) 734-7223
     Fax: (818) 338-5821
     Email: rgrace@lorgr.com
     Email: ddouglas@lorgr.com

                   About SM Seed & Milling

Headquartered in El Centro, California, SM Seed & Milling, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Cal. Case
No. 18-02961) on May 16, 2018, estimating its assets and
liabilities at between $1 million and $10 million.


SMART MODULAR: Moody's Hikes CFR to B2 on Penguin Acquisition
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to SMART Modular
Technologies (Global), Inc.'s ("SMART") new Senior Secured First
Lien Incremental Term Loan ("Incremental Term Loan"), and upgraded
SMART's Corporate Family Rating ("CFR") to B2 from B3 and
Probability of Default Rating ("PDR") to B2-PD from B3-PD. Moody's
also upgraded the rating of the Senior Secured Revolver due
February 2022 ("Revolver") to Ba3 from B1, the Senior Secured First
Lien Term Loan due August 2022 ("Term Loan") to B2 from B3, and
affirmed SMART's SGL-2 Speculative Grade Liquidity ("SGL") rating.
The outlook is stable.

SMART used the proceeds of the Incremental Term Loan to finance the
initial $60 million consideration for the acquisition of Penguin
Computing, Inc. ("Penguin").

The upgrade to the ratings reflects SMART's revenue growth and
increased FCF generation, which Moody's expects to improve further
over the near term due to continued strong demand in Brazil DRAM
and mobile memory and consistent growth in specialty memory. The
upgrade also reflects the acquisition of Penguin, which diversifies
SMART's revenue base into high performance computing and reduces
both customer concentration and the share of revenues from Brazil.
Penguin should also contribute increasing EBITDA as SMART improves
the cost structure of Penguin following integration.

RATINGS RATIONALE

The B2 CFR reflects public policy event risk due to SMART's large
reliance on customer demand derived from tax incentives for
domestically manufactured computer and mobile memory ("local
content"), which incentives were determined to have violated World
Trade Organization ("WTO") rules according to an August 31, 2017
decision by the WTO (currently under appeal by Brazil) and thus may
be revoked. The rating also reflects the cyclical nature of SMART's
end markets, which results in high volatility of both revenues and
free cash flow ("FCF"). SMART's revenue scale is modest relative to
the large global competitors in the DRAM memory module business and
customer concentration is significant, with the top three customers
accounting for 60% of revenues (three months ended February 23,
2018), or about 50% proforma for the acquisition of Penguin.

SMART benefits from a leading market position in the Brazilian
memory market, which accounts for about 51% of revenues proforma
for Penguin. SMART's market position is currently supported by the
Brazilian government's local content tax incentives, which
encourage local semiconductor manufacturing and R&D investments.
This gives SMART an advantage over global competitors that lack
local DRAM integrated circuit packaging and memory module
manufacturing operations. SMART's specialty memory business adds
stability to the revenue base, as this business provides products
for markets that tend to have longer product life cycles based on
trailing-edge technologies, and thus provides SMART with a base of
low-growth, though consistent, revenues and FCF.

Though financial leverage is currently modest compared to many
similarly rated companies, uncertainty regarding the resolution of
the appeal of the WTO's decision and the potential impact on
SMART's revenues and profitability from a termination of tax
incentives constrains the ratings. Assuming the tax policy is
maintained or negotiated favorably with the WTO, Moody's would
expect increasing FCF due to the strengthening of end market demand
for computer equipment in Brazil driven by the recovering Brazilian
economy and increases in Brazilian local content tax incentives
during calendar year 2018, which should increase demand for SMART's
mobile memory used in smartphones sold in Brazil.. In this
scenario, Moody's would expect debt to EBITDA (Moody's adjusted) to
decline towards the 1x level over the next year.

The stable outlook reflects Moody's expectation for improving end
market demand for SMART's products driven by an improving Brazilian
economy tempered by uncertainty regarding the resolution of the
appeal of the WTO's decision.

The rating could be upgraded if:

  - EBITDA margin is maintained at least at the upper teens percent
level (Moody's adjusted)

  - Debt to EBITDA (Moody's adjusted) is maintained below 2x, and

  - Brazil is either successful in its appeal of the WTO decision
or should the WTO require changes to the local content tax
incentives, a revised program that retains benefits to local
production is negotiated and deemed acceptable to the WTO.

The rating could be downgraded if:

  - Revenues decline by at least mid-single digits percent, or

  - EBITDA margin declines toward 10%, or

  - Debt to EBITDA (Moody's adjusted) is sustained above 3x

The Revolver, Term Loan, and Incremental Term Loan (collectively,
the "Credit Facilities") are guaranteed by SMART and certain
subsidiaries (excluding SMART's Malaysian subsidiary), including
the subsidiaries in Brazil that are engaged in the memory business.
The Credit Facilities are secured by a first-lien pledge on the
cash, accounts receivable, and property plant and equipment of
SMART and the guarantors and a pledge of the equity interest in
SMART and certain subsidiaries, including SMART's Malaysian
subsidiary.

While the lenders benefit from a first priority security interest
in certain assets of its Brazilian operating subsidiaries,
enforcing guarantees and establishing claims over non-US collateral
could be time consuming and challenging, which could result in the
erosion in value of the realized collateral. To reflect this
anticipated challenge in enforcing claims in Brazil, and the
exclusion of the Malaysian subsidiary from the pool of guarantors,
the ratings of the Credit Facilities reflect a one-notch downward
override from the LGD model implied rating.

Moody's rates the Revolver at Ba3 and the Term Loan and Incremental
Term Loan at B2, since the credit agreement stipulates that
proceeds from the collateral will be used first to repay the
Revolver borrowings before any payments are made on the Term Loan
and Incremental Term Loan. This effectively renders the Term Loan
and Incremental Term Loan subordinated to the Revolver in the
capital structure, although the Revolver, the Term Loan, and the
Incremental Term Loan are secured by a first-lien pledge on the
same collateral. The company's overseas restricted subsidiaries
provide a negative pledge precluding them from raising a material
amount of debt at the overseas operations.

The SGL-2 Speculative Grade Liquidity rating reflects SMART's good
liquidity. Moody's expects SMART will keep at least $35 million of
cash and will generate free cash flow ("FCF") of at least $100
million over the next 12 months. External liquidity is provided by
the $50 million Revolver, which Moody's expects will remain
undrawn. The Revolver was undrawn at the end of Q3 FY 2018.

Assignments:

Issuer: SMART Modular Technologies (Global), Inc.

Senior Secured Incremental Term Loan, B2 (LGD3)

Upgrades:

Issuer: SMART Modular Technologies (Global), Inc.

Corporate Family Rating, upgraded to B2 from B3

Probability of Default Rating, upgraded to B2-PD from B3-PD

Senior Secured Revolver, upgraded to Ba3 (LGD2) from B1 (LGD2)

Senior Secured Term Loan, upgraded to B2 (LGD3) from B3 (LGD3)

Affirmations:

Issuer: SMART Modular Technologies (Global), Inc.

Speculative Grade Liquidity, Affirmed SGL-2

Outlook Actions:

Issuer: SMART Modular Technologies (Global), Inc.

Outlook, Revised to stable

SMART Modular Technologies (Global), Inc, a Cayman Islands exempted
company, is a leading independent manufacturer of memory modules,
embedded flash products and solid state drives (SSDs) for Original
Equipment Manufacturers (OEMs). Its products are used in a variety
of applications in the computing, networking, communications,
printers, storage and industrial markets. About 55% of the
company's equity is publicly-traded, with the remaining equity
owned by affiliates of private equity firm Silver Lake Partners and
management.


ST. JOHN'S RIVERSIDE: S&P Cuts Rating on Existing Rev. Debt to B-
-----------------------------------------------------------------
S&P Global Ratings lowered its rating three notches to 'B-' from
'BB-' on Yonkers Industrial Development Agency, N.Y.'s existing
revenue debt issued for St. John's Riverside Hospital (SJRH). The
outlook is negative.

"The three-notch downgrade and negative outlook reflects our view
of SJRH's mounting operational challenges and multi-year operating
losses, exceptionally thin liquidity metrics, and extremely weak
coverage that resulted in a covenant violation, and very high
leverage partially due to an underfunded pension," said S&P Global
Ratings credit analyst Aamna Shah. "In addition, while SJRH has put
out a request for a proposal to partner with a larger health
system, which could be favorable from our perspective, we have not
incorporated this into our rating as a potential partnership is
still preliminary and not definite," Ms. Shah added.  

In March 2018, SJRH issued a request for proposal to major
healthcare systems to explore a future full partnership agreement.
Management has indicated that the partner selection process is
underway and is expected to take somewhere between 18 and 24 months
should a potential partner show interest.

SJRH's parent company and sole member is Riverside Health System
Inc. The system's subsidiaries comprise the hospital, including
Dobbs Ferry Pavilion; a physician-billing company; and a
Bermuda-based captive insurance company. S&P understands SJRH does
not guarantee any of its affiliates' obligations.


STAR MOUNTAIN: Unsecured Claims to be Paid in Full Under Exit Plan
------------------------------------------------------------------
Unsecured trade creditors of Star Mountain Resources, Inc. will
receive full payment under the company's proposed plan to exit
Chapter 11 protection.

Unsecured trade creditors hold Class 2 claims that are not listed
as disputed, contingent or unliquidated on Star Mountain's
schedules of assets and liabilities, and to which the company has
not filed an objection on or before confirmation of the
reorganization plan.

Under the proposed plan, Star Mountain will pay allowed unsecured
trade creditor claims in full and in cash within 30 days after the
effective date of the plan.  Class 2 is impaired.

Holders of allowed claims and interests will be paid from the Star
Mountain's cash as of the effective date and from the balance in
the "allowed claims distribution fund," according to the company's
disclosure statement filed on June 21 with the U.S. Bankruptcy
Court for the District of Arizona.

A copy of the disclosure statement is available for free at:

       http://bankrupt.com/misc/azb18-01594-80.pdf

                  About Star Mountain Resources

Star Mountain Resources Inc. --
http://www.starmountainresources.com/-- is a small cap mining
company focused on the acquisition of mineral properties and their
development into producing mines.  It is headquartered in Tempe,
Arizona.

Star Mountain Resources sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 18-01594) on Feb. 21,
2018.  In the petition signed by Mark Osterberg, president and
chief operating officer, the Debtor estimated assets and
liabilities of $1 million to $10 million.  Judge Daniel P. Collins
presides over the case.  Fennemore Craig, P.C., is the Debtor's
bankruptcy counsel.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on April 18, 2018.  The committee hired
Dickinson Wright, PLLC as its legal counsel.


STAR WEST: Moody's Cuts Secured Loans to B2; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service has downgraded the senior secured credit
facilities of Star West Generation LLC (Star West or Project or
Borrower) to B2 from B1. The downgrade is driven by the Borrower's
increased merchant exposure over the next several years at a time
of weak market fundamentals in the desert southwest where the
Project operates. The rating outlook is revised to stable from
negative.

The senior secured credit facilities consist of a $450 million term
loan B due in March 2020 (approx. $411 million outstanding at
3/31/18) and a $100 million revolving credit facility due March
2020. The Project is comprised of two natural gas-fired, combined
cycle power generation facilities in Arizona totaling 1,149MWs of
capacity: Arlington Valley (579MWs) and Griffith (570MWs).

Downgrades:

Issuer: Star West Generation LLC

Senior Secured Bank Credit Facility, Downgraded to B2 from B1

Outlook Actions:

Issuer: Star West Generation LLC

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

The downgrade reflects the weak power market fundamentals in the
desert southwest and the fact that the Griffith plant will now
operate on a merchant basis in the weak power environment over the
next two years after the 2017 expiration of its tolling contract.
Griffith has executed a new tolling agreement with another
counterparty, which should provide a degree of cash flow stability
in the future, but it does not start until June 2020, with
commercial terms at a lower price than the expired contract. Until
then, Griffith will operate as a purely merchant generator in a
weakened wholesale power environment.

Griffith's previous contract, a summer-only (June to September)
tolling agreement with Nevada Power Company (NPC: Baa1, stable) for
570MW, expired in September 2017, with Griffith receiving a
capacity payment and variable cost recovery payments. The new
contract that will commence in June 2020 is with an investment
grade, investor-owned utility for the entire 570MW covering the
summer period from June to September each year until 2026.

Moody's notes that in late 2016 the Arlington Valley facility
signed a new summer-only tolling contract with an investment grade,
investor-owned utility for a six-year term starting in June 2020
and expiring in September 2025. This contract replaces an existing
summer-only contract that is set to expire in 2019. The new
contract provides some cash flow stability; however, it's
commercial terms are lower than the current arrangement. The new
contract covers 565MW for the summer months of June through
September each year with a capacity payment as well as an adder for
variable operation and maintenance costs and start-up charges. The
counterparty also required Star West to make certain natural gas
pipeline infrastructure expenditures as a condition to the new
contract that included building a new natural gas lateral to the
Transwestern pipeline at a cost of about $10 million.

Despite the positive news resulting from the new contracts at
Arlington Valley and Griffith that should benefit Star West, the
downgrade recognizes the weak power market fundamentals in the
desert southwest and the unit's very high reliance on contractual
arrangements to meet debt service. Both Arlington Valley and
Griffith have generally run only in the summer months earning a
modest $2-5 million in merchant energy margin in the aggregate
during the non-summer months. On a positive note, both natural-gas
fired facilities have had strong operational track records. For
example, the Arlington Valley plant recorded an availability factor
of about 91% in both 2017 and 2016 while the Griffith plant had a
availability factor of 90% in 2017 and 93% in 2016.

The rating acknowledges plans to close the 2,250MW Navajo
Generating Station (NGS), a large coal facility. However, the
shutdown timetable contemplates the unit operating through December
2019, which along with growing solar energy capacity, appears to
have dampened the effect of the NGS retirement. Arizona remains a
regulated market, and the wholesale power market is not transparent
because most transactions occur on a private, bilateral basis.

Moody's expects Star West's debt service coverage ratios (DSCR) to
decline to the 1.3x-1.5x range in 2018 and 2019 from 1.76x for
year-end 2017 and 1.70x in 2016, reflecting the expiration of the
Griffith contract and the increased merchant exposure. Similarly,
the ratio of funds from operations to debt (FFO/Debt), based on
Moody's calculations, is expected to decline to around 5.0% in each
of 2018 and 2019 from 6.0% in 2017 and 8.6% in 2016. These
anticipated financial metrics are towards the low end of the B
rating category.

In addition to lower financial performance, refinancing risk
remains elevated as anticipated debt pay down via the excess cash
flow sweep mechanism has not been as significant as originally
expected particularly as the March 2020 term loan maturity draws
nearer. That said, the existence of the new contracts at Arlington
Valley and Griffith will influence refinancing prospects.

Rating Outlook

Moody's stable outlook reflects the partially contracted nature of
Star West's cash flows, which should provide a degree of stability
and predictability on an intermediate basis, which will aid in
refinancing efforts. In addition, the stable outlook reflects
Moody's expectation that the portfolio will continue to demonstrate
a robust operating profile.

What could change the rating up

Given Moody's rating action, there is limited potential for upward
rating pressure in the short run. That said, upward rating pressure
could emerge if the market fundamentals in the Desert Southwest
were to improve resulting in better than expected cash flow on a
sustained basis resulting in greater debt reduction than was
originally expected and DSCRs consistently above 2.0x and FFO/Debt
metrics approaching 10% on a sustained basis.

What could change the rating down

There could be downward pressure on the rating or outlook if there
is deterioration in the credit quality of the tolling offtaker, if
the plants sustain weaker operational performance, or if DSCRs are
below 1.3x and FFO/Debt metrics are below 5.0% on a sustained
basis. In addition, the Borrower's inability to present a credible
refinancing plan as Moody's gets closer to the maturity date of the
term loan in March 2020, could result in a downgrade.

Star West owns the 570MW Griffith and the 579 MW Arlington Valley
natural gas-fired, combined-cycle power generation projects in
Arizona. Star West is in turn a wholly-owned subsidiary of private
equity funds managed by Highstar Capital IV and its affiliates.


STARLINE FLIGHT: Taps Dye & Moe as Legal Counsel
------------------------------------------------
Starline Flight, LLC, seeks approval from the U.S. Bankruptcy Court
for the District of Montana to hire Dye & Moe, P.L.L.P., as its
legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the preparation of a bankruptcy plan;
and provide other legal services related to its Chapter 11 case.

The firm will charge these hourly rates:

     Harold Dye     Attorney      $300
     Ann Adler      Paralegal      $75

The Debtor paid Dye & Moe a retainer of $2,000, plus the filing
fee.

Harold Dye, Esq., a partner at Dye & Moe, disclosed in a court
filing that he and his firm are "disinterested" as defined in
section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Harold V. Dye, Esq.
     Dye & Moe, P.L.L.P.
     120 Hickory Street, Suite B
     Missoula, MT 59801-1820
     Telephone: (406) 542-5205
     Fax: (406) 721-1616
     E-mail: hdye@dyemoelaw.com

                       About Starline Flight

Starline Flight, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mont. Case No. 18-60592) on June 19,
2018.  At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $1 million and liabilities of less
than $1 million.  Judge Benjamin P. Hursh presides over the case.


START LTD: S&P Assigns BB(sf) Rating on $36.9MM Class C Notes
-------------------------------------------------------------
S&P Global Ratings assigned its ratings to START Ltd./START USA
LLC's $586.9 million fixed-rate notes.

The note issuance is an aircraft securitization transaction backed
by 24 aircraft and the related leases, shares, and beneficial
interests in entities that directly and indirectly receive aircraft
portfolio lease rental and residual cash flows, among others.

The assigned ratings reflect:

-- The likelihood of timely interest on the series A notes
(excluding the step-up amount) on each payment date and the timely
interest on the series B notes (excluding the step-up amount) when
they are the senior-most notes outstanding on each payment date,
and the ultimate interest and ultimate principal payment on the
series A, B, and C notes on the legal final maturity at the
respective rating stress.

-- The 61.20% loan-to-value (LTV) ratio (based on the lower of the
mean and median (LMM) of the three half-life base values and the
three half-life current market values) on the series A notes; the
78.27% LTV ratio on the series B notes; and the 83.52% LTV ratio on
the series C notes.

-- The aircraft collateral's quality and lease rental and residual
value-generating capability. The portfolio contains 24
in-production narrow-body passenger planes (11 A320 family, 12
B737-NG, and one A330-300). The 24 aircraft have a weighted-average
age of approximately eight years and a remaining average lease term
of approximately four years. These aircraft, though entering
mid-life, are still liquid narrow-body aircraft models. While
Airbus delivered the first A320neo in January 2016, and Boeing
delivered the B737MAX in 2017, S&P expects that the new, more
fuel-efficient models replacing all of the current A320 family and
B737-NG will take many years. S&P views this as a moderate threat
to aircraft values and incorporate it into our collateral
evaluation.

-- Many of the initial lessees have low credit quality, which is
not uncommon in aircraft securitizations, and 64% of the lessees
(by aircraft value) are domiciled in emerging markets. S&P's view
of the lessee credit quality, country risk, lessee concentration,
and country concentration is reflected in our lessee default rate
assumptions.

-- The series A and B notes follow a straight-line
14-years-to-zero amortization. The series C notes follow a
straight-line seven-years-to-zero amortization.

-- The transaction's capital structure, payment priority, note
amortization schedules, and performance triggers. Similar to other
recently S&P Global Ratings-rated mid-life aircraft asset-backed
securities (ABS), this transaction has a few structural features,
such as rapid amortization and excess proceeds payment, that can,
to some extent, mitigate the value-retention risk of aging aircraft
and the risk of an aircraft's green time monetizing. However, the
transaction doesn't have partial rapid amortization for any of the
rated notes.

-- The existence of a liquidity facility, equaling nine months of
interest on the series A and B notes.

-- ICF International Inc. performed a maintenance analysis before
closing. After closing, ICF International will perform a
forward-looking, 18-month maintenance analysis at least
semiannually.

-- The maintenance reserve account must keep a balance of (1) the
higher of the lower of $1 million and the rated series A and B
notes' outstanding notional amount and (2) the sum of
forward-looking maintenance expenses. The maintenance reserve
account will be funded at $9 million at closing, and any excess
amount in the maintenance reserve account will not be transferred
to the collection account during the first 12 months after closing.


-- The senior indemnification (excluding the indemnification
amount to lessees under leases entered before this transaction's
closing) is capped at $10 million and modeled to occur in the first
12 months.

-- The junior indemnification (uncapped) is subordinated to the
rated series' principal payment.

-- GE Capital Aviation Services Ltd., one of the leading global
aircraft lessors, is the servicer for this transaction.

  RATINGS ASSIGNED

  START Ltd./START USA LLC  
  Class       Rating           Amount
                             (mil. $)
  A           A (sf)            430.0
  B           BBB (sf)          120.0
  C           BB (sf)            36.9


STICHTER & STICHTER: Court Approves Amended Disclosure Statement
----------------------------------------------------------------
Bankruptcy Judge Robert E. Grant has entered an order approving
Stichter & Stichter Trucking, LLC's amended disclosure statement
dated April 23, 2018.

The Troubled Company Reporter previously reported that the
disclosure statement proposes to pay unsecured creditors their
allowed claim pro-rata from profits annually the first day after
confirmation.  The profit will be defined as all revenue on a cash
basis less all operating expenses and on-going taxes of any kind or
nature and a salary to Bruce Stichter as manager of $6,000 monthly
plus 2% of monthly revenues, less all payments to other classes of
creditors.

A full-text copy of the Second Disclosure Statement is available
at:

            http://bankrupt.com/misc/innb17-40044-100.pdf

                   About Stichter & Stichter

Stichter & Stichter Trucking, LLC, is a bulk oil hauler to gas
stations throughout Indiana and has been in business for several
years.  The sole owner is Bruce Stichter of Lafayette, Indiana.
Bruce learned the operation from his father, who had been in the
bulk oil business which Bruce joined years ago.

The business remained profitable for many years and had expanded
its fleet and customers but increased competition occurred in 2012,
and it could not maintain sufficient quality drivers to utilize all
trucks and tankers.  On-going costs continued while revenue and
profit margin continued to fall.

Stichter & Stichter Trucking filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ind. Case No. 17-40044) on Feb. 21, 2017, estimating
under $1 million in assets and liabilities.  David A. Rosenthal,
Esq., in Lafayette, Indiana, serves as counsel to the Debtor.


STOLLINGS TRUCKING: Unsecured Creditors to Get $500,000 Under Plan
------------------------------------------------------------------
Stollings Trucking Company, Inc., filed with the U.S. Bankruptcy
Court for the Southern District of West Virginia a combined
disclosure statement and plan of reorganization.

Under the plan, Class S-3 is the secured claim of Bonnie B Land
Company. Bonnie B Land Company purchased the claim of BB&T which
held a first lien on a Highwall Miner and other equipment owned by
the Debtor. During the pendency of the case, the secured claim of
Bonnie B Land Company was paid in full by adequate protection
payments and the sale of equipment.

Class S-4 is the secured claim of Willis Marcum and Marcum &
Associates. This claim was secured by two separate bulldozers
subject to a UCC-1 Financing Statement executed in October, 2011.
The secured component of the Marcum claim was also the subject
matter of an adversary proceeding filed in the U.S. Bankruptcy
Court. That claim has been compromised as more fully identified in
the litigation section of this docment. That portion of the
compromise which was allocated to the Debtor will be paid over to
the Internal Revenue Service.

Class S-5 is the secured claim of Lyndon Surety. This claim was
secured by Certificates of Deposit and surety bonds. This claim has
been released as a result of the arrangement on the transfer of
reclamation permits to Condor Mining.

Class U consists of all unsecured claims, which total in excess of
$3,869,427. These claims can only be paid if the U.S. Bankruptcy
Court for the Southern District of West Virginia allows a 506(c)
surcharge on the secured claims and if the Court recognizes the
application of the doctrine of "equities of the case" under 552(b).
The amount of the dividend, if any, to be received by unsecured
creditors will be dependent upon the outcome of an adversary
proceeding to be filed in the Bankruptcy Court. That case will seek
that certain monies be set aside for the unsecured creditor class.
The Debtor has asserted that professionals in this case realized
the recovery of monies which enhance the value of secured claims
and also preserved that value because of contingent environmental
liability expenses. The Debtor's goal is to segregate at least
$500,000 for the benefit of the unsecured creditor class.

Class O is the ownership interest of Rhonda Marcum which will be
extinguished.

The plan states that there will be no business going forward and
there will not be the necessity for any active management.

A full-text copy of the Disclosure Statement is available at:

        http://bankrupt.com/misc/wvsb15-20624-597.pdf

                    About Stollings Trucking

Stollings Trucking Company, Inc., began its operations in 1990.
Throughout the years, it both hauled coal and mined coal for its
own profit.  As it grew, it acquired more equipment and rolling
stock.  Stollings also obtained mining permits on property in Logan
County, West Virginia, and was a party to coal leases.

Stollings Trucking sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 15-20624) on Dec. 7,
2015.  In the petition signed by Rhonda Marcum, president, the
Debtor estimated assets and liabilities of $1 million to $10
million.

Judge Frank W. Volk presides over the case.

Joseph W. Caaldwell, Esq., at Caldwell & Riffee, in Charleston, WV,
is serving as counsel to the Debtor.


STONERIDGE INC: S&P Affirms BB Corp. Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' corporate credit rating on
Novi, Mich.-based auto supplier Stoneridge Inc.  The outlook is
stable.

S&P said, "The affirmation reflects our view that Stoneridge's debt
leverage should remain below 2x and free operating cash flow (FOCF)
should remain strong, with FOCF to debt of at least 25%.
Our rating outlook on Stoneridge is stable, reflecting our view
that the company's debt leverage will remain less than 2x and FOCF
to debt will be at least 40% for the next 12 to 18 months. We
expect Stoneridge's sales to grow faster than the general auto
market and the company's margins to improve slightly as it launches
new higher margin products.

"We could lower the rating over the next 12 months if the company
engages in a large debt-funded acquisition, which would lead to
declining credit measures, such as leverage increasing to more than
3x on a sustained basis. This could also occur if sales or margins
decline significantly. For example, if the company has operational
missteps that reduce the quality of its products, it could the
jeopardize its OEM relationships. We could also lower the rating if
the company's ratio of FOCF to debt does not exceed 15% over the
next 12 months.

"Though unlikely, we would raise the corporate rating if product
mix improves, causing EBITDA margins to increase above 15%, which
would reflect a strengthening competitive position and consistent
new technology launch execution. We would also expect debt to
EBITDA to remain at or less than 2x and the ratio of FOCF to debt
to be greater than 25% on a sustained basis."


SUNSHINE DAIRY: Sale of Real/Personal Property to Alpenrose Okayed
------------------------------------------------------------------
Judge Peter C. McKittrick of the U.S. Bankruptcy Court for the
District of Oregon authorized Sunshine Dairy Foods Management,
LLC's sale of the real and personal property to Alpenrose Dairy,
Inc. for a purchase price which will be calculated based on 2% of
the gross revenue received by the Buyer on account of sales to the
customers over a four-year period beginning on the date of the
Closing.

A hearing on the Motion was held on June 6, 2018.

The real and personal property sold consist of (i) the customer
list(s) and the related know-how, proprietary delivery information,
billing date, order history, contact lists, and all other
information related to the servicing and business relationships
with the customers; and (ii) to the extent transferable, all of the
Seller's rights in the customer agreements and all accepted
purchase orders, including the Seller's rights to disavow, extend
or cancel any such agreement.

The final Alpenrose bid for the Assets was as outlined in the APA.
No other bids were received before the May 25, 2018 deadline and no
other bids were received after said deadline.

The sale is free and clear of all interests with all such interests
to attach to the net proceeds of the Sale.

Pursuant to Bankruptcy Rules 6004(h), the closing on the sale of
the Assets is authorized to take place immediately upon entry of
the Order.

A copy of the APA attached to the Order is available for free at:

    http://bankrupt.com/misc/Sunshine_Dairy_185_Order.pdf

                    About Sunshine Dairy Foods

Sunshine Dairy Foods is family-owned dairy processor serving local
food service customers, local food manufacturer partners, local
retailers and co-pack customers in the Pacific Northwest.  All
Sunshine milk products are packaged in recyclable opaque white jugs
and paper cartons to protect the milk from light and prevent
oxidation.  Sunshine's largest vendor is its milk supplier, Oregon
Milk Marketing Federation.  OMMF members are almost universally
family farmers who manage small to mid-sized farms in the
Willamette Valley, Oregon and Yakima Valley and Chehalis,
Washington.

Sunshine Dairy Foods Management, LLC, and Karamanos Holdings, Inc.,
filed voluntary petitions seeking relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ore. Case No. 18-31644 and 18-31646) on
May 9, 2018.

At the time of filing, Sunshine Dairy Foods estimated $1 million to
$10 million in assets and $10 million to $50 million in
liabilities.  

Nicholas J. Henderson, Esq., at Motschenbacher & Blattner, LLP and
Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP, serve as the
Debtors' counsel; and Daniel J. Boverman and Boverman & Associates,
LLC, as business and turnaround consultants.


SUPERIOR PLUS: Moody's Assigns Ba2 CFR & Ba3 Sr. Unsec. Rating
--------------------------------------------------------------
Moody's Investors Service assigned Superior Plus LP a Ba2 Corporate
Family Rating, Ba2-PD Probability of Default Rating, SGL-2
Speculative Grade Liquidity Rating, and a Ba3 senior unsecured
rating to the proposed US$350 million notes issue. The rating
outlook is stable. This is the first time Moody's has rated
Superior Plus LP.

Proceeds from the proposed notes offering will be used to partially
fund the NGL Retail East (NGL) acquisition (C$1.2 billion) that was
announced on May 30, 2018.

Assignments:

Issuer: Superior Plus LP

Probability of Default Rating, Assigned Ba2-PD

Speculative Grade Liquidity Rating, Assigned SGL-2

Corporate Family Rating, Assigned Ba2

Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4)

Outlook Actions:

Issuer: Superior Plus LP

Outlook, Assigned Stable


RATINGS RATIONALE

Superior Plus LP (Ba2 CFR) is supported by: 1) the full-year
benefit of NGL propane acquisition debt to EBITDA that will improve
to a strong 3.7x in 2019 from about 4.5x at close of the
acquisition; 2) market leader in the Canadian propane business; 3)
diversification across non-correlated business segments: propane
distribution and specialty chemicals; 4) geographic diversity:
Canada, Northeast U.S. and some international; 5) stability of the
specialty chemicals segment, and 6) a track record of successfully
integrating acquisitions and achieving cost efficiencies.
Superior's credit profile is challenged by: 1) the continuing
secular decline of the propane industry, coupled with demand that
is seasonal and influenced by weather conditions which can cause
significant volatility in earnings; 2) the need to make
acquisitions in order to grow, with associated integration and
execution risks; 3) relatively small size when compared with peers,
and 4) low margins compared to peers largely driven by lower
residential volumes, especially in Canada.

In accordance with Moody's Loss Given Default (LGD) Methodology,
the notching of the USD 350 million senior unsecured notes at Ba3
is one notch below the Ba2 CFR, reflecting the priority ranking of
the C$750 million secured revolving credit facility.

Superior's liquidity is good (SGL-2). At March 31, 2018 and pro
forma for the notes offering, Superior will about C$26 million of
cash and C$107 million available (after C$31 million in letters of
credit) under its C$750 million revolving credit facility maturing
May 2023. Moody's expects around C$150 million of free cash flow
through Q3 2019, which is expected to be used to repay revolver
drawings. Moody's expects the company to remain in compliance with
its two financial covenants through this period. Moody's believes
that Superior could readily sell assets without impairment if it
needed additional liquidity.

The stable outlook reflects Moody's expectation that debt to EBITDA
will be about 3.7x in 2019 (3.7x at LTM3/18).

The ratings could be upgraded if Superior is able to sustain a
debt/EBITDA of below 3.5x (3.7x at LTM3/18), improve its existing
size and scale with EBITDA moving above C$700 million, and
successfully integrate the Canwest and NGL propane acquisitions.

The ratings could be downgraded if debt/EBITDA is above 4.5x (3.7x
at LTM3/18) or if there is a sustained and significant negative
free cash flow.

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.

Superior Plus LP is a wholly-owned subsidiary of Superior Plus
Corp. a publicly traded company located in Toronto, Canada. All
rated debt is issued by Superior Plus LP and is guaranteed by its
parent, which issues financials upon which the Superior Plus LP
rating is based. Superior Plus LP operates two business segments,
energy distribution and specialty chemicals.


SUPERIOR PLUS: S&P Affirms BB CCR & Rates $350MM Unsec. Notes BB
----------------------------------------------------------------
S&P Global Ratings said it affirmed its 'BB' long-term corporate
credit rating on Toronto-based Superior Plus Corp. and removed all
of its ratings on the company from CreditWatch, where they were
placed with negative implications on May 30, 2018. The outlook is
negative.

At the same time, S&P Global Ratings affirmed its 'BB' issue-level
rating on the company's senior unsecured notes outstanding,
including the C$100 million add-on to the existing 2025 senior
unsecured notes. The '3' recovery rating on the notes is unchanged,
and indicates S&P's expectation of meaningful (50%-70%; rounded
estimate of 50%) recovery, under our simulated default scenario.

Finally, S&P Global Ratings assigned its 'BB' issue-level rating
and '3' recovery rating to Superior's proposed US$350 million of
senior unsecured notes due 2026. The '3' recovery rating indicates
S&P's expectation for meaningful (50%-70%; rounded estimate 50%)
recovery in the event of default. The proposed notes will rank pari
passu with the notes outstanding.

Superior is acquiring certain retail propane assets from NGL  for
approximately US$900 million (C$1.15 billion). The company has
completed a bought deal equity offering of C$400 million to
partially fund the transaction with the balance to be funded with
debt. The negative outlook reflects the material increase in
leverage, and potential that credit measures could remain pressured
for a prolonged period if Superior does not realize synergies. In
addition, the company faces significant execution risk as it
integrates two sizable acquisitions--the company is also in the
process of integrating Canwest Propane, which it acquired in 2017.


S&P said, "Although our financial risk assessment is unchanged, our
updated cash flow metrics, pro forma the acquisition, are weaker
than previously forecast, with a projected annual fully adjusted
funds from operations (FFO)-to-debt ratio not expected to exceed
20% until 2020. We assume the company's cash flows will increase
over our forecast horizon as Superior integrates and realizes
synergies from the Canwest Propane and NGL acquisitions as well as
benefits from favorable industry trends in the sodium chlorate and
chlor-alkali segments. We expect the NGL acquisition to contribute
about C$100 million-C$115 million in annual EBITDA. In addition, we
see potential for operational efficiencies and meaningful cost
savings from the acquisition (management expects annual synergies
of about C$30 million within 24 months of the transaction's close).
Nevertheless, in our view, the improved earnings and synergies
might not be sufficient to temper the impact of the high proportion
of debt used to finance the acquisition.

"The negative outlook reflects S&P Global Ratings' opinion that
integration risks and uncertainty regarding Superior's ability to
achieve cost synergies might limit margin improvement and
FFO-to-debt being maintained above 20%. It also incorporates the
risk that weaker-than-expected cash flows or further discretionary
investments exceeding our current expectations could limit
improvement in credit measures.

"We could lower the rating within the next 12 months if we expect
Superior's weighed-average adjusted FFO-to-debt (for fiscal years
2019-2021) to remain below 20%. We believe this could occur if the
company encountered significant integration risk and was unable to
realize synergies as expected. Cash flows could also possibly
deteriorate due to operational challenges at the energy services
division or a sharp deterioration in profitability at the specialty
chemicals division. We could also lower the rating if management
pursues more aggressive financial policies or actions, including
significant debt-financed acquisitions or shareholder returns,
which could jeopardize our 20% leverage threshold.

"We could revise the outlook to stable if we believe the company
has addressed the integration and execution risks associated with
the acquisitions and extracted synergies as planned. In this
scenario, we would expect the company's weighted-average
FFO-to-debt to remain above 20% (for fiscal years 2019- 2021). We
believe this would demonstrate management's commitment to
maintaining the credit metrics at this minimum level on a
consistent basis."


TENSAR CORP: S&P Affirms 'B-' Corp. Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings affirmed its ratings on The Tensar Corp.,
including the 'B-' corporate credit rating. The rating outlook
remains stable. S&P is also affirming its 'B' issue-level with a
'2' recovery rating on Tensar's first-lien term loan due 2021 and
its 'CCC+' issue-level rating with a '5' recovery rating on
Tensar's second-lien term loan due 2022.

S&P said, "At the same time, we are revising our liquidity
assessment to adequate from less than adequate as the company has
maintained covenant compliance while its cash sources exceed uses
by 3x.

"We are affirming our 'B-' corporate credit rating on Tensar. It is
one of the smallest building material companies that we rate, with
sales of under $200 million. The company is narrowly focused and
operates in a niche market with two main products: Geo-Grid and
Geopier. Demand for them is tied to residential, non-residential,
and public infrastructure construction markets, which are subject
to cyclicality. Tensar can be affected by volatile raw material
costs, particularly resins, which account for 60% of all
manufacturing costs. These factors are partially offset by our view
of the company's established, global distribution network, and some
pricing power given the technical nature of its products. Although
there is a global customer base, 60% of revenues are from North
America.

"The S&P Global Ratings stable outlook reflects our view that
Tensar will generate improved earnings and reduce debt leverage
levels due to the continued improvement in the construction market
and uptick in infrastructure spending in some of Tensar's regional
markets, both of which drive the demand for the company's site
development solutions products. We also believe that the increased
penetration and acceptance of the company's products in commercial
and public works projects will provide incremental revenues.
Despite these improvements, we still believe leverage ratios will
remain elevated and in line with a 'B-' rating.

"We view a downgrade as unlikely when business is improving.
However, we could lower the rating within the next 12 months if
interest coverage declined below 1.5x, or if liquidity deteriorates
sufficiently to cause a heavy reliance on the company's revolving
credit facility to fund operations or service interest. This could
occur if EBITDA declined by almost 30% due to lower than expected
spending in infrastructure and commercial construction, or if there
was a robust increase in the cost of raw materials.

"Although we are forecasting improved performance, we do not
believe an upgrade is likely within the next 12 months given our
forecast for leverage to remain around 7x. Any positive rating
momentum would be predicated on improvement in the EBITDA margins
by at least 400 bps-500 bps, coupled with 10% revenue growth over
the next 12 months such that leverage would fall to below 6x. If
the company was able to maintain such leverage metrics in
conjunction with improved size and product diversity we see upside
to the rating however, we view this scenario as highly unlikely in
the next 12 months."


TI GROUP: Moody's Cuts Existing Term Loan Facilities to B1
----------------------------------------------------------
Moody's Investors Service downgraded the existing senior secured
term loans of TI Group Automotive Systems, L.L.C. (TI Group) to B1
from Ba3. In a related action Moody's affirmed TI Group's long-term
ratings, including: - Corporate Family and Probability of Default
Ratings at B1 and B1-PD, respectively; affirmed the B1 rating on
the proposed extended senior secured revolving bank credit
facility; and withdrew the B1 ratings on the proposed amended and
extended senior secured term loans. The Speculative Grade Liquidity
Rating was affirmed at SGL-2. The rating outlook is positive.

Subsequent to Moody's rating action on June 15, 2018, TI Group
revised the contemplated transaction and cancelled the planned
upsized amended/extended senior secured term loans due 2025 and
instead will upsize the existing senior secured term loans by $175
million without amended pricing or extended maturities. The $175
million upsized amount of the existing senior secured term loans,
along with cash on hand, will be used to redeem the company's $221
million 8.750% Senior Unsecured Notes due 2023. The maturity of the
existing senior secured revolver will be extended to 2023.

TI Group Automotive Systems, L.L.C.

The following ratings were downgraded:

Existing $1,025 million (upsized amount) senior secured term loan B
due 2022, to B1 (LGD3) from Ba3 (LGD3);

Existing Euro 317 million (remaining amount) senior secured term
loan B due 2022, to B1 (LGD3) from Ba3 (LGD3).

The following ratings were affirmed:

TI Group Automotive Systems, L.L.C.

Corporate Family Rating, at B1;

Probability of Default, at B1-PD;

Speculative Grade Liquidity Rating, at SGL-2

Proposed extended $125 million senior secured cash flow revolving
credit facility, due 2023, at B1 (LGD3);

Existing $125 million senior secured cash flow revolving credit
facility, due 2020, at Ba3 (LGD3);

(This rating will be withdrawn upon its replacement by the proposed
facility.)

$221 million Euro senior unsecured notes due 2023, at B3 (LGD5),

(The senior unsecured rating will be withdrawn upon the repayment
of the note.).

The following ratings were withdrawn:

Proposed $1,025 million (upsized amount) existing senior secured
term loan B due 2025, at B1 (LGD3);

Proposed Euro 317 million proposed senior secured term loan B due
2025, at B1 (LGD3).

Rating Outlook: Positive.

Moody's does not rate the $100 million asset based revolving credit
facility.

RATINGS RATIONALE

The downgrade of TI Group's existing senior secured bank credit
facilities reflects the revised capital structure which includes
upsizing the existing senior secured term loans. The $175 million
upsized amount of the existing senior secured term loans, along
with cash on hand, will be used to redeem the company's $221
million 8.750% Senior Unsecured Notes due 2023. The B1 rating
incorporates the bank credit facilities' preponderance of the
capital structure following the repayment of the unsecured debt.
See Moody's press release dated June 15, 2018.

The principal methodology used in these ratings was Global
Automotive Supplier Industry published in June 2016.

TI Automotive is the trade name for the operations of TI Fluid
Systems plc, the parent company of TI Group Automotive Systems,
L.L.C. TI Automotive is a leading global manufacturer of fluid
storage, carrying and delivery systems, primarily serving
automotive OEMs of light duty vehicles with fuel tank and delivery
systems representing about 40% of revenue and other fluid carrying
systems 60%. Revenues for the LTM period ending March 31, 2018 were
approximately EUR3.5 billion. TI Fluid Systems plc is majority
owned by affiliates of and funds advised by Bain Capital, LP.


TOPS HOLDING II: Taps Grafe Auction as Liquidation Consultant
-------------------------------------------------------------
Tops Holding II Corporation received approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
Grafe Auction Company as its liquidation consultant.

The firm will assist the company and its affiliates in connection
with the sale of their furniture, fixtures, and equipment at
certain stores.  

Under their agreement, Grafe will receive a 15% commission of the
total proceeds from the sale.  The firm has guaranteed net proceeds
from sales of the furniture, fixtures, and equipment at certain
stores of $30,000 per store, such that if the net proceed is less
than $30,000, the firm will pay the Debtors the difference.

Judd Grafe, president of Grafe Auction, disclosed in a court filing
that the firm is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.

Grafe Auction can be reached through:

     Judd Grafe
     Grafe Auction Company
     1025 Industrial Drive
     Spring Valley, MN 55975
     Toll Free: (800) 328-5920
     Telephone: (507) 346-2440
     Facsimile: (507) 346-2466

                 About Tops Holding II Corporation

Tops Markets, LLC -- http://www.topsmarkets.com/-- is
headquartered in Williamsville, NY and operates 169 full-service
supermarkets with five additional by franchisees under the Tops
Markets banner.  Tops employs over 14,000 associates and is a
full-service grocery retailer in Upstate New York, Northern
Pennsylvania, and Vermont.

Tops Management, led by Frank Curci, its chairman and chief
executive officer, acquired Tops in December 2013 through a
leveraged buyout from Morgan Stanley's private equity arm.  Morgan
Stanley bought the company in 2007 from the Dutch retailer now
known as Koninklijke Ahold Delhaize NV.  In 2010, Tops acquired The
Penn Traffic Company, a local chain with 64 stores.  In 2012, it
purchased 21 Grand Union Family Markets stores.

Tops Holding II Corporation, and its subsidiaries, including Tops
Markets, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 18-22279) on Feb. 21, 2018, to pursue a financial
restructuring that would eliminate a substantial portion of debt
from the Company's balance sheet and position Tops for long-term
success.

The Company listed total assets of $977 million and total
liabilities at $1.17 billion as of Dec. 30, 2017.

The Debtors hired Weil, Gotshal & Manges LLP as their legal
counsel; Hilco Real Estate, LLC as real estate advisor; Evercore
Group L.L.C. as investment banker; FTI Consulting, Inc., and
Michael Buenzow as chief restructuring officer; and Epiq Bankruptcy
Solutions, LLC, as their claims and noticing agent.

The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on March 6, 2018.  The committee tapped
Morrison & Foerster LLP as its legal counsel, and Zolfo Cooper,
LLC, as its financial advisor and bankruptcy consultant.


TRANSOCEAN INC: Moody's Cuts CFR to B3 & Rates $1BB Revolver Ba3
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Transocean,
Inc.'s new $1 billion senior secured revolving credit facility and
a B1 rating to Transocean Guardian Limited's (a wholly owned
indirect subsidiary of Transocean) proposed senior secured notes
due 2024 (Guardian Notes). The proceeds from the notes issuance in
combination with Transocean's cash will be used to refinance
existing debt secured by Songa Offshore SE's (Songa) Songa
Encourage and Songa Enabler.

Concurrently, Moody's downgraded Transocean's Corporate Family
Rating (CFR) to B3 from B2, Probability of Default Rating (PDR) to
B3-PD from B2-PD, and senior unsecured notes rating to Caa2 from
Caa1. Moody's also downgraded the ratings of Transocean's $1.25
billion senior unsecured notes due 2023 and $750 million senior
unsecured notes due 2026 to B3 from B1. These two unsecured notes
are guaranteed by certain Transocean subsidiaries and by
Transocean's parent, Transocean Ltd.

Moody's affirmed Transocean's SGL-1 Speculative Grade Liquidity
(SGL) Rating. The rating outlook remains negative.

Debt List:

Assignments:

Issuer: Transocean Guardian Limited

Senior Secured Notes, Assigned B1 (LGD2)

Issuer: Transocean Inc.

Senior Secured Revolving Credit Facility, Assigned Ba3 (LGD2)

Downgrades:

Issuer: Transocean Inc.

Corporate Family Rating, Downgraded to B3 from B2

Probability of Default Rating, Downgraded to B3-PD from B2-PD

Senior Unsecured Notes (priority guaranteed notes), Downgraded to
B3 (LGD4) from B1 (LGD3)

Senior Unsecured Notes, Downgraded to Caa2 (LGD5) from Caa1 (LGD5)

Affirmations:

Issuer: Transocean Inc.

Speculative Grade Liquidity Rating, Affirmed SGL-1

Outlook Actions:

Issuer: Transocean Inc.

Outlook, Remains Negative

Issuer: Transocean Guardian Limited.

Outlook, Assigned Negative

"The continued weakness in the offshore environment with relatively
limited signs of recovery in drilling activity limits Transocean's
ability to reduce its debt burden sufficiently to moderate its very
high financial leverage," commented Sreedhar Kona, Moody's Vice
President. "While Transocean has very good liquidity and a superior
backlog, there are, as yet, few signs indicating a significant
change in E&P companies' sentiment towards new investments in the
offshore sector, and that contributes to our negative outlook"

RATINGS RATIONALE

Transocean's downgrade to a B3 CFR reflects the company's high
financial leverage which could worsen unless there is a significant
improvement in offshore activity. Moody's expects that, if anemic
industry conditions persist, it will result in the run-off of
Transocean's premium-priced contracts amid a persistence of weak
dayrates resulting from stagnant rig utilization levels. The
company is obligated to spend approximately $1 billion in 2020 to
take the delivery of two rigs under construction that currently
have no contracts.

Transocean benefits from its superior revenue backlog of $12.5
billion and the company's measures to reduce operating costs,
address debt maturities and enhance operational utilization of its
active rigs. The absence of significant near term maturities that
cannot be managed through the company's very good liquidity
mitigates the default risk despite high financial leverage.
Transocean's acquisition of Songa in 2018 somewhat enhanced
Transocean's credit profile by diversifying the company's fleet
through the addition of five new harsh-environment rigs (four of
them on long-term contracts), and through additional revenue
backlog with Equinor ASA (formerly Statoil, Aa3 stable), Norway's
national oil company.

The Ba3 rating on Transocean's revolving credit facility reflects
its structurally superior position in Transocean's capital
structure relative to the guaranteed unsecured notes and the
unsecured notes, given its security interest in five of
Transocean's rigs and strong collateral cushion in the form of a
1.75x collateral coverage ratio covenant requirement.

The Guardian Notes are rated B1, two notches above the CFR and one
notch below the revolver, because of their security interest in
only two drillships and the potential for these Notes to become
subordinated to secured claims at Transocean, which has provided
unsecured guarantee to these notes. Moody's believes the B1 rating
is more appropriate than what is suggested by Moody's Loss Given
Default methodology.

The B3 rating on the $1.25 billion 2023 notes and $750 million 2026
notes reflects their superior position to the remaining unsecured
notes, due to the guarantees from Transocean's intermediate holding
company subsidiaries, effectively giving these notes a priority
claim to the assets held by Transocean's operating and other
subsidiaries.

Transocean's remaining senior notes are rated Caa2, or two notches
below the B3 CFR, reflecting their lack of security or subsidiary
guarantees.

Moody's expects Transocean to maintain a very good liquidity
profile as reflected in its SGL-1 rating, because of its sizable
cash balance and borrowing availability under its credit facility.
Pro forma for the Guardian Notes issuance in June 2018, the company
will have $2.7 billion of unrestricted cash and full availability
under its $1.0 billion secured revolving credit facility, which
Moody's expects will remain undrawn through 2019. The credit
agreement contains several financial covenants including maximum
debt to capitalization ratio of 0.6x, minimum liquidity of $500
million, minimum guarantee coverage ratio of 3x and minimum
collateral coverage ratio of 1.75x. Moody's expects the company
will remain in compliance with its covenant requirements. Operating
cash flow and balance sheet cash should sufficiently cover the
capital expenditures and debt maturities through 2019. Capital
spending should be moderate until 2020 when Transocean needs to
spend about $950 million to take the delivery of two completed
drillships. The company has undertaken three secured notes issues
since October 2016, each secured by a newly constructed drillship
to partially finance construction of the rigs, allowing the company
to preserve cash during an extended market trough. Asset sales,
while challenging, given the market conditions for offshore
drilling rigs, can be used to raise cash since some of the
company's assets are unencumbered.

The rating outlook is negative, reflecting Moody's concerns that a
meaningful and sustained offshore drilling recovery could be beyond
2019, particularly given the current oversupply of deepwater and
ultradeepwater rigs.

The ratings could be downgraded if interest coverage
(EBITDA/Interest) approaches 1x. A material loss of backlog,
significant negative free cash flow or weakening of liquidity could
also pressure the ratings.

An upgrade is unlikely given Moody's expectations of continuing
weak industry conditions and high financial leverage over the next
few years. If Transocean can achieve sequential increases in EBITDA
in an improving offshore drilling market while maintaining good
liquidity and the company's interest coverage exceeds 2x, an
upgrade could be considered.

The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May 2017.

Transocean Inc. is a wholly-owned subsidiary of Transocean Ltd., a
leading international offshore drilling contractor operating in
every major offshore producing basin around the world.


TRANSOCEAN INC: S&P Rates New $1-Bil. Revolver Facility 'BB-'
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating to Cayman
Islands-based offshore drilling contractor Transocean Inc.'s new
$1.0 billion secured revolving credit facility maturing in 2023.
The facility replaces the company's $3.0 billion unsecured credit
facility maturing in 2019, which carried a parent company guarantee
from Transocean Ltd. The new facility is secured by five of
Transocean's rigs: three ultra-deepwater drillships and two harsh
environment rigs, and guaranteed by rig owning and other
subsidiaries. The recovery rating on this debt is '1', indicating
S&P's expectation of very high (90% to 100%; rounded estimate: 95%)
recovery to creditors in the event of a payment default.

S&P said, "At the same time, we assigned our 'BB-' issue-level
rating to Transocean Inc. subsidiary Transocean Guardian Ltd.'s
proposed $700 million secured notes due 2024. The notes are secured
by the harsh environment Songa Enabler and Songa Encourage rigs,
and fully and unconditionally guaranteed by parent companies
Transocean Inc. and Transocean Ltd. and collateral rig owning
subsidiaries. The recovery rating on this debt is '1', indicating
our expectation of very high (90% to 100%; rounded estimate: 95%)
recovery to creditors in the event of a payment default. We expect
proceeds, along with cash on hand, to be used to refinance the
secured term loan due 2026 assumed by Transocean Inc. as part of
the Songa acquisition ($879 million outstanding as of March 31,
2018).  

"Also, we revised our recovery rating on Transocean's existing
unsecured debt to '3' from '4', and affirmed the 'B' issue-level
rating on this debt. The '3' recovery rating indicates our
expectation of meaningful (50% to 70%; rounded estimate: 50%)
recovery to creditors in the event of a payment default. The
improvement in our recovery expectations primarily reflects the
lower amount of priority debt due to the reduced size of the credit
facility."

The corporate credit rating on Transocean Inc. remains 'B' with a
negative outlook.

  RATINGS LIST

  Transocean Inc.
   Corporate Credit Rating        B/Negative/--

  New Rating

  Transocean Inc.
   $1.0 bil. Revolver due 2023      
   Senior Secured                 BB-  
   Recovery Rating                1 (95%)

  Transocean Guardian Ltd.
   $700 mil. notes due 2024
   Senior Secured                 BB-  
   Recovery Rating                1 (95%)

  Rating Affirmed; Recovery Rating Revised

  Transocean Inc.
                                  To            From
   Senior Unsecured               B             B
    Recovery Rating               3 (50%)       4 (40%)


TRAVELERS OF AMERICA: Aug. 1 Disclosure Statement Hearing
---------------------------------------------------------
Bankruptcy Judge A. Jay Cristol will convene a hearing on August 1,
2018 at 11:30 a.m. to consider approval of Travelers of America,
Inc.'s disclosure statement.

The last day for filing and serving objections to the disclosure
statement is July 25, 2018.

Travelers of America, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 17-13341) on March 20, 2017, disclosing
under $1 million in both assets and liabilities.  The Debtor is
represented by Chad T. Van Horn, Esq.

An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Travelers of America, Inc., as
of May 9, according to a court docket.



TRIDENT HOLDING: S&P Lowers CCR to 'SD', Off Watch Negative
-----------------------------------------------------------
S&P Global Ratings said it lowered its corporate credit rating on
U.S.-based provider of bedside diagnostic services to nursing homes
and others post-acute facilities Trident Holding Co. LLC (Trident)
to 'SD' (selective default) from 'CCC-'. S&P said, "We removed the
rating from CreditWatch, where we placed it with negative
implications on Nov. 22, 2017, after we lowered it to 'CCC-'."

S&P said, "At the same time, we lowered our issue-level rating on
the company's $340 million first-lien term loan to 'D' from 'CCC-'
and lowered the rating on the $155 million second-lien term loan to
'D' from and 'C'. At the same time, we removed the ratings from
CreditWatch with negative implications. New Trident Holdcorp Inc.
and Trident Clinical Services Holdings Inc. are the co-borrowers of
this debt. We also withdrew our ratings on the company's first-lien
$75 million revolving facility due to its full repayment and
termination."

The rating actions follow Trident's refinancing transaction that
closed on April 30, 2018. The transaction included the issuance of
new debt in the amount of $216 million, the full pay down of the
company's revolving facility, the partial pay down of the company's
secured first-lien term loan, and the amendment of the credit
agreements on the first- and second-lien term loans. The amendments
included the extension of maturities from 2019 to 2022 on the
first-lien term loan, the introduction of a partial PIK interest
payment feature, and the elimination of financial covenants in both
the first- and second-term loans. Furthermore, the liens securing
existing term loans would rank junior to liens securing the new
$216 million term loan.

In exchange, the lenders received a modest increase in interest
rates of 25 basis points (bps) on the first-lien debt and 50 bps on
second-lien debt.

In light of the company's weak performance over the past year and
its looming maturities under the previous capital structure,
including a July 2018 revolver maturity, S&P considers this
transaction tantamount to a default because it implies investors
will receive less value than the promise of the original securities
and because the offer is distressed, rather than opportunistic.


TRINET USA: Moody's Assigns Ba2 CFR, Outlook Stable
---------------------------------------------------
Moody's Investors Service assigned first time ratings to TriNet
USA, Inc. ("TriNet") with a Corporate Family Rating ("CFR") of Ba2
and a Probability of Default Rating ("PDR") of Ba2-PD.
Concurrently, Moody's assigned a Ba2 rating to TriNet's new senior
secured first lien credit facility, comprised of a $425 million
term loan and an undrawn $250 million revolver. The proceeds of the
new term loan will be used to repay existing indebtedness issued by
TriNet HR Corporation ("TriNet HR"), a separate subsidiary of the
corporate parent with all ratings on TriNet HR to be withdrawn upon
the completion of the refinancing transaction. The ratings outlook
is stable.

Moody's assigned the following ratings:

Corporate Family Rating- Ba2

Probability of Default Rating- Ba2-PD

Speculative Grade Liquidity Rating- SGL-1

Gtd Senior Secured Revolving Credit Facility expiring 2023- Ba2
(LGD3)

Gtd Senior Secured Term Loan A due 2023 - Ba2 (LGD3)

Outlook is Stable

RATINGS RATIONALE

The Ba2 CFR is supported by TriNet's modest LTM debt leverage of
1.8x and good business visibility provided by a recurring sales
model which contributed to net service revenue growth of 25% in
2017. This top-line expansion, coupled with modest capital
expenditures, has also supported the company's healthy free cash
flow ("FCF") production which should exceed 40% of total debt
(Moody's adjusted) over the next year. TriNet's credit quality is
constrained by ongoing client attrition among the company's SMB
customers which resulted in a 4% net contraction in TriNet's
worksite employee ("WSE") base in 2017. Additionally, the potential
for a leveraging acquisition adds uncertainty as the company seeks
to expand its limited scale in the fragmented and highly
competitive Professional Employer Organization ("PEO") sector
relative to industry leader Automatic Data Processing (through its
TotalSource division) as well as traditional payroll processors
such as Ceridian and Paychex (which also has a PEO operation).
TriNet's credit quality is further negatively affected by capital
allocation risks given the highly concentrated control
(approximately 38%) of the parent company's stock by Atairos Group,
Inc. ("Atairos") and the parent company's management.

Moody's believes TriNet's liquidity will be very good over the next
year, as indicated by the SGL-1 Speculative Grade Liquidity rating.
Liquidity is supported by $330 million of cash on TriNet's balance
sheet (excluding restricted cash) as of March 31, 2018,
approximately $250 million of revolver availability (pro forma for
refinancing), and Moody's expectation of FCF in excess of $190
million over the next year. Borrowings under the new credit
facility are subject to financial covenants including a
consolidated interest coverage ratio of at least 3.5x and a maximum
net leverage ratio test of 3.5x. Moody's expects TriNet to remain
comfortably in compliance with these covenants over the next 12-18
months.

The stable outlook reflects Moody's expectation that the company
will generate mid single digit net services sales growth over the
next 12 months. This top-line expansion should be driven in
particular by strong gains in net insurance revenue as TriNet
continues to benefit from favorable pricing trends and lower fixed
administration costs while expanding payrolls of existing clients
fuels modest professional services growth. This enhanced scale
should also produce modest improvement in profit margins as well as
reduce debt to EBITDA (Moody's adjusted) to the mid 1x range.

What Could Change the Rating -- Up

The ratings could be upgraded if TriNet meaningfully increases
scale and profit margins while concurrently maintaining
conservative credit metrics and disciplined financial policies.

What Could Change the Rating -- Down

The ratings could be downgraded if TriNet's revenues and profit
margins decline, evidencing a loss of market share or increasing
client attrition. The rating could also be downgraded if TriNet
engages in shareholder-friendly actions prior to meaningful
deleveraging, or if Moody's expects that debt to EBITDA (Moody's
adjusted) will be sustained above 2.5x and FCF/debt could fall
below 15%.

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.

TriNet is a PEO which provides outsourced human resource functions,
including payroll, benefits acquisition, and regulatory compliance
management to small and mid-sized businesses. Moody's expects
TriNet to generate net service revenues (net of insurance costs) of
more than $850 million in 2018.


TRINET USA: S&P Rates $675MM Senior Secured Credit Facility 'BB+'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level and '1' recovery
ratings to TriNet USA Inc.'s $675 million senior secured credit
facility maturing 2023, which includes a $425 million term loan A
and a $250 million revolving credit facility. The company used the
proceeds to repay in full outstanding credit facilities borrowed
under TriNet HR Corp.

S&P said, "Our 'BB+' issue-level and '1' recovery ratings on the
senior secured credit facility indicate our expectations for very
high (90%-100%; rounded estimate: 95%) recovery in the event of
payment default.

"Our corporate credit rating on TriNet Group Inc. remains 'BB-'
with a positive outlook, reflecting our expectation for continued
deleveraging beyond 2018. The rating also reflects our expectation
that TriNet's adjusted leverage will remain around the low-2x
area."

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors:

S&P said, "Our simulated default scenario contemplates a default
stemming from a sustained economic recession that drastically
reduces the company's client base, a reputation-damaging event
causing significant client attrition, or sharp spikes in
larger-than-expected claims leading to lower revenues and cash
flows such that the company cannot meet its debt obligations.

"We believe the company would reorganize as a going concern in the
event of default due to its expertise in payroll processing, tax
administration, employment, and benefit law compliance. We believe
lenders would achieve greater recovery value through reorganization
rather than liquidation. As such, we used an enterprise value
methodology to gauge recovery prospects, applying a 6x multiple to
our projected EBITDA at emergence."

Simulated default assumptions:

-- Simulated year of default: 2022
-- EBITDA at emergence: $118 million
-- EBITDA multiple: 6x

Simplified waterfall:

-- Net enterprise value (after 5% administrative costs): $672
million
-- Obligor/nonobligor valuation split: 100%/0%
-- Estimated first-lien claim: $584 million
-- Value available for first-lien claim: $672 million
    --Recovery range: 90%-100%; rounded estimate: 95%

All debt amounts at default include six months accrued prepetition
interest. Collateral value equals asset pledge from obligors less
priority claims plus equity pledge from nonobligors after
nonobligor debt.

  RATINGS LIST

  Ratings Unchanged
  TriNet Group Inc.
   Corporate Credit Rating    BB-/Positive/--

  New Rating
  TriNet USA Inc.
   Senior Secured
    $425 million term ln A due 2023    BB+
     Recovery Rating                   1 (95%)
    $250 million revolver due 2023     BB+
     Recovery Rating                   1 (95%)


TRONC INC: Moody's Withdraws B1 CFR on Term Loan Repayment
----------------------------------------------------------
Moody's Investors Service has withdrawn all ratings, LGD
assessments, and outlook of tronc, Inc. following the repayment of
the company's rated senior secured term loan following its sale of
Los Angeles Times, The San Diego Union-Tribune and other California
properties to Nant Capital.

The following ratings and assessments were withdrawn:

Issuer: tronc, Inc.

Corporate Family Rating B1, withdrawn

Probability of Default Rating B1-PD, withdrawn

Speculative Grade Liquidity Rating SGL-2, withdrawn

First Lien Credit Facility B1 (LGD3), withdrawn

Outlook Stable, withdrawn

RATINGS RATIONALE

tronc's ratings were withdrawn because the company's senior secured
term loan is no longer outstanding following repayment using
proceeds from the sale of Los Angeles Times, The San Diego
Union-Tribune and other California properties to Nant Capital.

tronc, Inc., headquartered in Chicago, IL, is a newspaper company
in the U.S. serving nine major markets with daily newspapers,
including the New York Daily News, the Chicago Tribune and the
Baltimore Sun, as well as with digital media properties and niche
publications. tronc, Inc. generated $1.5 billion in reported
revenue in fiscal year ending December 31, 2017.


TWIN MILLS: July 30 Plan and Disclosure Statement Hearing
---------------------------------------------------------
Bankruptcy Judge Laura K. Grandy conditionally approved Twin Mills
Timber & Tie Company, Inc.'s small business disclosure statement
explaining its plan of reorganization filed on June 14, 2018.

A hearing on the Disclosure Statement and the confirmation of the
Plan of Reorganization will be held on July 30, 2018 at 9:00 AM, in
U.S. Bankruptcy Court, 301 W Main St, Benton, IL 62812.

Any objection to the Disclosure Statement or to confirmation of the
Plan must be filed on or before July 20, 2018.

Acceptances or rejections of the Plan must be submitted on or
before seven days prior to the date of the hearing.

      About Twin Mills Timber & Tie Company, Inc.

Twin Mills Timber & Tie Co., Inc. is a small business debtor
engaged in the pallet and wood mat manufacturing.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Ill. Case No. 17-40491) on June 5, 2017. Keith
Wilson, president, signed the petition.

At the time of the filing, the Debtor disclosed $265,548 in assets
and $1.39 million in liabilities.

Judge Laura K. Grandy presides over the case. Bankruptcy Advocates
LLP represents the Debtor as bankruptcy counsel. Trepanier
MacGillis Battina P.A., as special counsel.

The Debtor previously sought bankruptcy protection (Bankr. S.D.
Ill. Case No. 11-41378) on Oct. 14, 2011.


UNITED SECURITY: A.M. Best Assigns C-(Weak) Finc'l. Strength Rating
-------------------------------------------------------------------
A.M. Best has assigned a Financial Strength Rating of C-(Weak) and
a Long-Term Issuer Credit Rating (Long-Term ICR) of "ccc-" to
United Security Assurance Company of Pennsylvania (United Security)
(Souderton, PA). The outlook assigned to these Credit Ratings
(ratings) is stable.

The ratings reflect United Security's balance sheet strength, which
A.M. Best categorizes as very weak, as well as its marginal
operating performance, very limited business profile and weak
enterprise risk management.

The ratings partially reflect the company's execution of an
agreement with a reinsurer for a coinsurance arrangement, which has
significantly enhanced United Security's risk-adjusted
capitalization, as measured by Best's Capital Adequacy Ratio
(BCAR). However, there are several offsetting negative factors
driving its very weak balance sheet strength. United Security is
heavily dependent on its reinsurance partnerships. Furthermore, the
primary reinsurer is an unauthorized and unrated entity, posing
counterparty risk. In addition, the holding company remains highly
leverage and has reported a negative shareholder's equity position,
limiting the organization's financial flexibility and further
weakening the organization's overall balance sheet strength. A.M.
Best notes that United Security is using external consultants to
support its investment and actuarial functions in an effort to
bolster future investment return, pricing and reserving practices.

Additionally, as part of the aforementioned reinsurance
transaction, United Security's invested asset base decreased
considerably, from over $150 million to over $20 million, which
negatively impacted its net investment income in 2016 and 2017.
While the company has reported profitability over these two years -
despite continued underwriting losses - the 2016 results and
related capital increase during that year were significantly driven
by the one-time impact of the reinsurance transaction.

The vast majority of the company's enforce premium have been
related historically to its long-term care (LTC) business,
concentrated in a small number of states. The company continues to
write LTC business but also is shifting its focus to supplemental
health, focused on short-term care products, which is a
comparatively less risky line of business.


VARSITY BRANDS: S&P Puts 'B' CCR on CreditWatch Negative
--------------------------------------------------------
S&P Global Ratings placed all of its ratings on Dallas-based
Varsity Brands Holding Co. Inc., including its 'B' corporate credit
rating and 'B' issue-level ratings on the first-lien term loan, on
CreditWatch with negative implications.

The CreditWatch placement follows Bain Capital's announcement that
it will acquire Varsity Brands from Charlesbank Partners LLC for an
undisclosed amount. Varsity Brands' current debt is transferable at
the time of sale to a financial sponsor if the sale meets specific
requirements relating to leverage and equity contribution.

S&P said, "We intend to resolve our CreditWatch placement after we
receive further details of the company's proposed capital structure
and Bain Capital's financial policy and business strategy. We could
lower our ratings if the credit measures are significantly weaker
at the close of the transaction. Alternatively, we could affirm our
'B' corporate credit rating and 'B' issue-level rating on the
first-lien term loan if credit ratios are at a level comparable to
after the dividend recapitalization last year."


VERITY HEALTH: S&P Alters Outlook to Stable on Revenue Shortfall
----------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from positive and
affirmed its 'CCC' rating on California Statewide Communities
Development Authority's series 2005A, 2005F, 2005G, and 2005H
fixed-rate bonds issued for Verity Health System. "The outlook
revision reflects an operating revenue shortfall in fiscal 2017
relative to budget expectations and ongoing operating losses
through the nine-month year-to-date period ended March 31, 2018,"
said S&P Global Ratings credit analyst Melanie Her. "With an
entirely new management concentrating on various system-wide
initiatives to improve financial performance, we expect Verity to
be able to sustain its current operations during the outlook
period," Ms. Her added.

Effective Dec. 14, 2015, DCHS, Verity, and certain funds managed by
Blue Mountain and Integrity Healthcare LLC (Integrity) -- a Blue
Mountain subsidiary -- entered into a system restructuring and
support agreement. The agreement recapitalized Verity and certain
of its subsidiaries and transferred management responsibility for
most DCHS assets to Integrity.

Verity operates in a competitive market; the system's facilities
are clustered around the San Francisco Bay Area (O'Connor Hospital,
St. Louise Regional Hospital, Seton Medical Center, and Seton
Coastside) and Los Angeles (St. Vincent Medical Center and St.
Francis Medical Center). The health system remains nonprofit but
with no involvement from prior Daughters of Charity Health System
(DCHS) governance, the system is no longer under religious
sponsorship.


VILLAS DEL MAR: Banco Popular Wants to Ban Continued Cash Use
-------------------------------------------------------------
Secured Creditor Banco Popular de Puerto Rico requests the U.S.
Bankruptcy Court for the District of Puerto Rico to prohibit Villas
Del Mar Hau, Inc., from further use of any cash collateral.

Banco Popular also asks the Court to grant it adequate protection
by:

     (a) granting a first priority replacement lien on all of the
Debtor's post-petition assets;

     (b) requiring an accounting of all cash collateral received by
or for the benefit of the Debtor since the Petition Date;

     (c) directing the Debtor to provide Banco Popular full access
to the books and records of the Debtor, including all electronic
records on any computers used by or for the benefit of the Debtor,
to make electronic copies, photocopies or abstracts of the business
records of the Debtor;

     (d) requiring that any cash collateral or property of Banco
Popular that is in the possession, custody or control of the Debtor
or any of the insiders of the Debtor;

     (e) imposing a constructive trust on any cash collateral, or
proceeds of any collateral of Banco Popular, if any, that has been
diverted to any person or bank account as a result of any diversion
of the Debtor's accumulated rents; and

     (f) prohibiting the Debtor from using any cash collateral of
Banco Popular unless otherwise ordered by the Court.

Prior to the Petition Date, the Debtor entered into various loan
agreements with Banco Popular, pursuant to which Banco Popular
provided certain credit facilities to the Debtor. The Loans are
secured by, among other things, a real estate collateral operating
as a resort called Parador Villas del Mar Hau, and the rents and
revenue derived from such operation of Property No. 342 of Isabela,
Property Registry, Aguadilla Section. As part of the Loan Documents
and Collateral for the Loans, the Debtor granted to Banco Popular a
lien over, among others, all of its pre and post-petition rents and
revenue generated by the Real Estate Collateral.

As of the Petition Date, Banco Popular is the holder of a valid,
perfected, secured claim in the amount of $1,409,903.30, which
claim is afforded prima facie validity pursuant to Fed. R. Bankr.
P. 3001(f).

During the pendency of the case, Banco Popular has engaged the
Debtor to reach a resolution on the consensual treatment of Banco
Popular's Claim, which represents the largest claim against the
estate, and the consensual use of Banco Popular's Cash Collateral.


While the parties were able to reach an agreement on Banco
Popular's Claim and the use of cash collateral pending the
confirmation of a plan, Banco Popular contends that the Debtor has
been unable or unwilling to obtain the confirmation of a plan
consistent with such agreement and treatment. Further, the Debtor
has (a) defaulted under the various stipulations with Banco
Popular, (b) failed to adequately protect Banco Popular's
Collateral and to provide Banco Popular adequate protection.

Attorneys for Banco Popular de Puerto Rico:

         Luis C. Marini-Biaggi, Esq.
         Carolina Velaz-Rivero, Esq.
         Valerie M. Blay Soler, Esq.
         MARINI PIETRANTONI MUÑIZ LLC
         MCS Plaza, Suite 500
         255 Ponce de Leon Ave.
         San Juan, PR 00917
         Tel.: (787)705-2171
         E-mail: lmarini@mpmlawpr.com
                 cvelaz@mpmlawpr.com
                 vblay@mpmlawpr.com

                    About Villas Del Mar Hau

Villas Del Mar Hau, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 15-10146) on Dec. 22, 2015.  The
petition was Myrna Hau Rodriguez, president/owner.  The Debtor is
represented by Victor Gratacos Diaz, Esq., at Gratacos Law Firm.
The case is assigned to Judge Enrique S. Lamoutte Inclan.  The
Debtor disclosed total assets of $3.80 million and total debts of
$4.46 million at the time of the filing.


VORAS ENTERPRISE: Lease Termination Agreement with Him & Her Okayed
-------------------------------------------------------------------
Judge Nancy Hershey Lord of the U.S. Bankruptcy Court for the
Eastern District of New York authorized Voras Enterprise, Inc.'s
settlement and lease termination agreement with Him & Her Salon,
LLC; and authorized it to enter into a transaction outside the
ordinary course of business.

A hearing on the Motion was held on May 31, 2018.

The parties to the Termination Agreement will comply with the terms
of the Termination Agreement.  Any claim held by Him & Her Salon in
the chapter 11 case is waived and disallowed.

                     About Voras Enterprise

Voras Enterprise Inc., a/k/a Voras Enterprises Inc., is a
nonprofit, tax-exempt corporation that provides community housing
development services within the Brooklyn, New York area.

Voras Enterprise filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 17-45570) on Oct. 26, 2017.  In the petition
signed by Jeffrey E. Dunston, president and CEO, the Debtor
estimated its assets and liabilities at between $1 million and $10
million.  Judge Nancy Hershey Lord presides over the case.  The
Debtor tapped DiConza Traurig Kadish LLP as legal counsel, and
Keen-Summit Capital Partners, LLC, as its real estate advisor.


W W CONSTRUCTION: Exclusive Plan Filing Deadline Moved to June 29
-----------------------------------------------------------------
The Hon. David W. Hercher of the U.S. Bankruptcy Court for the
District of Oregon, at the behest of W. W. Construction, LLC, has
extended the exclusivity period for the Debtor to file a Disclosure
Statement and a Plan of Reorganization to June 29, 2018.

As reported by the Troubled Company Reporter on June 19, 2018, the
Debtor asked the Court to extend until June 29 the expiration of
the exclusivity period, claiming that its representatives have been
working with their counsel to generate a draft Plan and disclosure
statement and are now conducting an analysis of the feasibility and
tax impact of alternative Plan structures. In addition, counsel for
the Debtor and counsel for Northwest Bank have initiated
discussions on proposed plan treatment. The Debtor asserted that
this evidences good faith by the Debtor toward formulating a Plan
of reorganization.

                    About W. W. Construction

W. W. Construction, LLC, is a family owned and operated business
founded in 1988 and is headquartered in Newport, Oregon.  Acting as
a general and sub-contractor, W. W. Construction provides
excavating, site work and underground utilities for projects
located across the Northwest.

W. W. Construction filed a Chapter 11 petition (Bankr. D. Ore. Case
No. 18-60234) on Jan. 29, 2018.  In the petition signed by Beth
Wheeler, managing member, the Debtor estimated $1 million to $10
million both in assets and liabilities.  The case is assigned to
Judge David W Hercher.  Douglas R. Ricks, Esq., at Vanden Bos &
Chapman, LLP, is the Debtor's counsel.


WALL STREET LANGUAGES: Taps Klinger & Klinger as Accountant
-----------------------------------------------------------
Wall Street Languages Ltd. seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire Klinger &
Klinger, LLP, as its accountant.

The firm will prepare the Debtor's operating reports, tax filings
and other accounting information necessary for the administration
of its Chapter 11 case.

The firm will charge these hourly rates:

     Partners                     $375  
     Staff Accountants            $225     
     Paraprofessionals            $125
     Administrative Assistant     $125

Klinger & Klinger received a postpetition retainer of $7,500 from
the Debtor's affiliate, Rennert Miami, LLC.

The firm does not represent any interest adverse to the Debtor or
its estate, according to court filings.

Klinger & Klinger can be reached through:

     Lee Klinger
     Klinger & Klinger, LLP
     633 3rd Avenue
     New York, NY 10017
     Phone: (212) 661-6200

                About Wall Street Languages

Wall Street Languages Ltd. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-11581) on May 24,
2018.  At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of less than $500,000.  The
Debtor hired DelBello Donnellan Weingarten Wise & Wiederkehr, LLP
as its legal counsel.


WAND MERGER: Moody's Rates New $1.7BB Unsecured Notes 'B2'
----------------------------------------------------------
Moody's Investors Service assigned a B2 rating, stable outlook to
Wand Merger Corporation (Wand)'s proposed issuance of $1.7 billion
of new senior unsecured notes due 2023 and 2026. In addition,
Moody's affirmed Nationstar Mortgage LLC's B2 corporate family
rating, B2 senior unsecured notes. The outlook remains stable.

Assignments:

Issuer: Wand Merger Corporation

Corporate Family Rating, Assigned B2

Senior Unsecured Regular Bond/Debenture, Assigned B2

Outlook Actions:

Issuer: Nationstar Mortgage LLC

Outlook, Remains Stable

Issuer: Wand Merger Corporation

Outlook, Assigned Stable

Affirmations:

Issuer: Nationstar Mortgage LLC

Corporate Family Rating, Affirmed B2

Senior Unsecured Regular Bond/Debenture, Affirmed B2

RATINGS RATIONALE

On February 13, 2018, Nationstar Mortgage Holdings Inc. and WMIH
Corp., Wand's wholly owned parent, announced their agreement to
merge. The proceeds of Wand's unsecured bond offering are being
used to fund the proposed merger with Nationstar Mortgage Holdings
Inc. and its subsidiaries, including Nationstar Mortgage LLC, by
WMIH. Wand was formed for the sole purpose of completing the
acquisition and, at the closing of the acquisition, will be merged
with and into Nationstar Mortgage Holdings Inc., with Nationstar
Mortgage Holdings Inc. surviving the Merger. Upon the consummation
of the Merger, Nationstar Mortgage Holdings Inc. will assume the
obligations of Wand Merger Corporation.

The B2 ratings reflect Nationstar's fundamental credit profile and
the company's position in the U.S. residential mortgage servicing
market, constrained profitability, moderate financial leverage and
the growth of its servicing portfolio, which is mitigated by its
solid track record of acquiring and integrating residential
mortgage servicing assets.

The stable rating outlook reflects Moody's expectation that
Nationstar will be able to maintain its solid servicing performance
and reap the financial benefits of its larger servicing portfolio.
It also reflects Moody's expectation that Nationstar's core
profitability (which excludes changes in the value of mortgage
servicing rights) will improve modestly and that the company will
be able to maintain its leverage.

The ratings could be upgraded if the company demonstrates
sustainable improvement in its financial performance, such as
consistently achieving core pretax income to total assets of more
than 1.5%, while maintaining its servicing performance and
franchise value.

The ratings could be downgraded if the company's financial
performance materially deteriorates, for example, if core pretax
income to assets falls to less than .75% for an extended period of
time. In addition, the ratings could be downgraded in the event of
material negative regulatory actions.

Nationstar Mortgage Holdings Inc., a publicly-traded company (NYSE:
NSM), is a provider of residential loan servicing and origination,
and is currently the third largest residential mortgage servicer in
the US with a servicing portfolio totaling $508 billion in unpaid
principal balance (UPB) as of December 31, 2017.


WESCO INTERNATIONAL: S&P Hikes Rating on Unit's Unsec. Notes to BB
------------------------------------------------------------------
S&P Global Ratings raised its issue-level ratings on WESCO
Distribution Inc.'s $500 million senior unsecured notes due in 2021
and $350 million senior unsecured notes due in 2024 to 'BB' from
'BB-' and revised its recovery rating to '4' from '5'.  The '4'
recovery rating indicates S&P's expectation for average (30%-50%;
rounded estimate: 40%) recovery in the event of a payment default.

S&P said, "At the same time, we affirmed our 'BB' corporate credit
ratings on Pittsburgh-based industrial distributor WESCO
International Inc. and its wholly owned subsidiary WESCO
Distribution. The outlook is stable.

"Concurrently, we affirmed our 'BBB-' issue-level rating on WESCO
Distribution Inc.'s senior secured term loan. The '1' recovery
indicates our expectation for very high (90%-100%; rounded
estimate: 95%) recovery in the event of a payment default.

"Our affirmation on WESCO reflects our expectation that a
continuing broad-based improvement across the company's end markets
will result in moderate organic revenue and EBITDA growth in 2018.
The company's S&P Global Ratings-adjusted debt to EBITDA remained
stable, in the low-3x area, over the past few quarters. We expect
leverage to improve slightly over the next 12 months, which
provides the company with some flexibility for acquisition activity
or shareholder returns.

"S&P Global Ratings' stable outlook on WESCO International reflects
our expectation that a broad-based improvement in its end markets,
including North American construction and industrial markets,
should result in moderate revenue growth for the company over the
next 12 months. This growth, coupled with modestly improving
margins, should allow WESCO to maintain leverage in the 3x-4x range
over the next 12 months.

"WESCO's acquisition growth strategy and leverage tolerance are
constraining factors for ratings upside. However, we could raise
our rating on WESCO if it pursues more conservative financial
policies such that we expect leverage to be maintained below 4x as
it pursues acquisitions and shareholder returns.

"We could lower our rating on WESCO if its operating performance
deteriorates and causes leverage to increase well above 4x for 12
months or longer. We could also lower the rating if WESCO's
leverage following future acquisitions exceeds 4x and does not
quickly improve, either because of a challenging operating
environment or because the acquisitions stretch the company's
credit measures beyond our expectations."


WILKINSON FLOOR: Taps Littler P.C. as Substitute Counsel
--------------------------------------------------------
Wilkinson Floor Covering Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Arizona to hire Littler P.C.
as its substitute counsel.

The Debtor previously filed an application to hire Blake D. Gunn,
as counsel.

Littler P.C. will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors; assist in the
preparation of a plan of reorganization; and provide other legal
services related to its Chapter 11 case.

The firm will charge these hourly rates:

     Thomas Littler, Esq.     $400
     Associates               $250
     Law Clerk                $125
     Paralegal                $100

Littler P.C. can be reached through:

     Thomas E. Littler, Esq.
     Littler P.C.
     341 W. Secretariat Drive
     Tempe, AZ 85284
     Telephone: (602) 524-1595
     Email: telittler@gmail.com

                  About Wilkinson Floor Covering

Wilkinson Floor Covering, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-01228) on Feb.
9, 2017.  The petition was signed by Stephen E. Wilkinson,
president.  At the time of the filing, the Debtor estimated assets
of less than $50,000 and liabilities of $1 million to $10 million.

The case is assigned to Judge Eddward P. Ballinger Jr.

Peter Davis of Simon Consulting has been appointed as the examiner.


WMIH CORP: S&P Assigns 'B+' Issuer Credit Rating, Outlook Negative
------------------------------------------------------------------
S&P Global Ratings said it assigned a 'B+' issuer credit rating on
WMIH Corp. and its subsidiaries. The outlook is negative. S&P also
affirmed its rating on Nationstar Mortgage LLC at 'B+'. The outlook
remains negative.

S&P said, "At the same time, we assigned an issue rating of 'B+' on
WMIH's $1.7 billion new senior unsecured debt. The recovery rating
on the new and existing notes is '3', indicating our expectation of
a meaningful (65%) recovery in the event of default."

The rating action follows the announcement by WMIH and Nationstar
that it will issue $1.7 billion of new senior unsecured notes to
complete the merger of the companies announced in February. The
merger will also be financed with $605 million in cash, $600
million in WMIH stock issuance, and excess cash flows. The company
plans to use the proceeds to repay $1.0 billion of existing
Nationstar unsecured debt, $1.2 billion in cash distributions to
existing Nationstar debtholders, and $609 million in stock
consideration, with the rest composed of call premium and financing
fees. As a part of this transaction, Nationstar has obtained a
change of control consent to leave its existing $592 million of
6.5% senior unsecured notes due 2021 and $206 million of 6.5%
senior unsecured notes due 2022. Nationstar will pay eligible
holders whose consents were delivered on or prior to the expiration
date a cash payment of $15.0 (with respect to 2021 notes) or $30.0
(with respect to the 2022 notes) per $1,000 aggregate principal
amount of notes.   

S&P said, "The negative outlook on WMIH and its subsidiaries
reflects our expectation of leverage staying above 5.0x over the
next six to 12 months. Our outlook also considers the firm's
favorable market position as a mortgage servicer and debt to
tangible equity remaining below 1.25x.

"We could lower the ratings over the next 12 months if the new firm
operates at leverage above 5.0x or if debt to tangible equity rises
above 1.25x on a sustained basis. Although less likely, we could
also lower our rating if the firm discloses significant regulatory
or compliance failures, such that it affects its operating
profitability or market position.

"An upgrade is unlikely over the next 12 months. Over time, we
could raise the ratings if the new entity maintains its existing
market position in mortgage servicing and operates at leverage well
below 4.0x, with debt to equity below 1.0x on a persistent basis."



WONDERWORK INC: Trustee Files Chapter 11 Plan of Liquidation
------------------------------------------------------------
Stephen S. Gray, the Chapter 11 Trustee of Debtor WonderWork, Inc.,
filed a disclosure statement relating to the proposed plan of
liquidation, dated June 15, 2018, for the bankruptcy estate of the
Debtor.

The Plan is a product of certain consensual discussions among the
Trustee, the NYSAG, pre-appointment Case Professionals and other
major claimholders in the case, including HMS and the Thompson
Family Foundation. The Trustee believes the terms of the Plan are
fair to all holders of Claims, taking into account the financial
situation of the Debtor and the legal priority of such Claims. At
this time, the Trustee believes the Plan is in the best interests
of all the relevant parties in interests and does not believe that
there is a viable alternative for completing the Chapter 11 Case
other than through confirmation of the Plan.

Class 4 under the plan consists of the allowed general unsecured
claims. Each holder of an Allowed general unsecured claim will
receive, in its Pro Rata share of Available Cash from the Plan
Distribution Fund in an amount up to, but not to exceed, its
Allowed General Unsecured Claim; provided, however, in accordance
with the Thompson Foundation Settlement, the Thompson Foundation
has agreed to waive its right to (i) receive any Distribution from
the Plan Distribution Fund on account of the Thompson Foundation
Claim, or (ii) acquire a Litigation Trust Interest.

In addition to receiving its Pro Rata Share of Available Cash from
the Plan Distribution Fund on the Effective Date, each holder of an
allowed general unsecured claim shall be eligible to make the
Litigation Trust Election as set forth in the Litigation Trust
Agreement.

If the Plan is confirmed, and the settlements contemplated are
approved, the total amount of anticipated general unsecured claims
will be $1,949,189. Projected recovery for general unsecured
creditors is 58.11%.

On the Effective Date, the Trustee will transfer the Litigation
Trust Assets to the Litigation Trust and all remaining Assets of
the Estate to the Plan Distribution Fund. The funds utilized to
make Distributions from the Plan Distribution Fund have been or
will be generated from, among other things, Available Cash on hand,
including the proceeds of the sale of the Debtor's assets and any
payment from HMS pursuant to the terms and conditions of the HMS
Settlement Agreement, and the proceeds of the liquidation or other
disposition of the remaining Assets of the Debtor, excluding
Litigation Trust Assets.

A full-text copy of the Trustee's Disclosure Statement is available
at:

     http://bankrupt.com/misc/nysb16-13607-410.pdf

                 About Wonderwork, Inc.

Wonderwork, Inc., is a charity that has provided grants to fund
more than 220,000 surgeries in just six years.  

Wonderwork filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
16-13607) on Dec. 29, 2016.  In the petition signed by CEO Brian
Mullaney, the Debtor estimated $10 million to $50 million in assets
and $10 million to $50 million in debt.  

The Debtor was represented by Aaron R. Cahn, Esq., at Carter
Ledyard & Milburn LLP, as counsel; and BDO USA, LLP, as auditor and
tax advisor.

Pursuant to the Court's order entered on April 21, 2017, Jason R.
Lilien was appointed as Chapter 11 examiner.  He hired Loeb & Loeb
LLP as his counsel.

On Nov. 3, 2017, the Examiner issued his final report wherein,
among other things, the Examiner found that there were sufficient
grounds to appoint a Chapter 11 trustee.

On Nov. 9, 2017, the Court entered an order directing the
appointment of a Chapter 11 Trustee.  By application dated Nov. 15,
2017, the United States Trustee moved for the appointment of
Stephen S. Gray as Chapter 11 trustee.  The Trustee tapped TOGUT,
SEGAL & SEGAL LLP, as bankruptcy counsel.


ZEBRA TECHNOLOGIES: Egan-Jones Hikes Sr. Unsecured Ratings to B
---------------------------------------------------------------
Egan-Jones Ratings Company, on June 21, 2018, upgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Zebra Technologies Corporation to B from B-.

Zebra Technologies is a public company based in Lincolnshire,
Illinois, that manufactures and sells marking, tracking and
computer printing technologies.


ZEBRA TECHNOLOGIES: Moody's Hikes CFR to Ba2, Outlook Positive
--------------------------------------------------------------
Moody's Investors Service upgraded Zebra Technologies Corporation's
Corporate Family Rating ("CFR") to Ba2 from Ba3, Probability of
Default Rating ("PDR") to Ba2-PD from Ba3-PD, Senior Secured Credit
facilities to Ba2 from Ba3, and Speculative Grade Liquidity ("SGL")
to SGL-1 from SGL-2. The rating outlook is positive.

RATINGS RATIONALE

The upgrade to the CFR reflects the company's solid operating
performance and debt repayments over the last year and Moody's
expectation for further improvements in credit metrics over the
next year. Debt to latest twelve months EBITDA (Moody's adjusted)
has improved to 3.1x as of March 31, 2018 from 4.3x as of April 1,
2017 and Moody's expects further improvement toward the mid 2x
level over the next 12 to 18 months. The Ba2 CFR reflects Zebra's
leading market positions in its core segments of rugged handheld
computers, barcode scanners, and barcode printers. The rating also
reflects the large installed base of products, which provides a
base for recurring supplies and services revenues, and long-term
customer relationships. Zebra's long customer relationships support
the company's market position during industry refresh cycles, as is
currently occurring with the broad industry transition from
Microsoft CE-based mobile scanning products to Android-based
products as Microsoft will end support for the Windows CE operating
system in 2020. The rating is further supported by the company's
strong free cash flow ("FCF") generation driven by Zebra's
consistent revenues and asset-lite manufacturing model.

The rating is constrained by high competition in the handheld
computer segment and by intermediate term shareholder activism risk
should revenue growth weaken as the pool of remaining Microsoft CE
devices that need to be replaced by Android devices dwindles over
the next two years.

The positive outlook reflects Moody's expectation that revenues
will increase in the low to mid-single digits percent over the next
year, resulting in both increased EBITDA and EBITDA margin due to
operating leverage, and that Zebra will continue to use FCF for
debt repayment, such that debt to EBITDA (Moody's adjusted) will
decline toward 2.5x.

The rating could be upgraded if:

  - Zebra generates revenue growth of at least the low single
digits percent level with expanding EBITDA margin and increasing
FCF and

  - Leverage is maintained around 2.5x debt to EBITDA (Moody's
adjusted), and

  - Zebra maintains good liquidity and a balanced financial policy,
refraining from debt-financed returns to shareholders

The rating could be downgraded if:

  - Revenues fail to grow in line with the industry or if the gross
margin weakens, indicating a loss of market power, or

  - Zebra engages in shareholder-friendly actions such that debt to
EBITDA (Moody's adjusted) will be sustained above 3.5x

The instrument ratings reflect both Zebra's probability of default
and the loss given default of each individual instrument. The Ba2
ratings of the Revolver, Term Loan A, and Term Loan B, equal to the
Ba2 CFR, reflect their seniority in the capital structure, the
collateral package, and the modest cushion of unsecured
liabilities.

The SGL-1 liquidity rating reflects Zebra's very good liquidity
profile. Moody's expects Zebra to maintain at least $40 million of
cash and equivalents ($64 million as of 3/31/2018). Moody's expects
strong internal liquidity generation, with FCF of at least $450
million over the next year. Liquidity is supplemented by the $800
million Senior Secured Revolver due 2021 ("Revolver"), which had
availability of over $250 million following the May 2018
refinancing. Over the next year, Moody's expects that Zebra will
maintain ample coverage of the two financial maintenance covenants
(net leverage and interest coverage) that govern the Senior Secured
Term Loan A due 2021 ("Term Loan A") and Revolver.

Upgrades:

Issuer: Zebra Technologies Corporation

Corporate Family Rating, Upgraded to Ba2 from Ba3

Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD

Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2

Senior Secured Bank Credit Facility, Upgraded to Ba2 (LGD4) from
Ba3 (LGD3)

Issuer: Zebra Diamond Holdings Limited

Senior Secured Bank Credit Facility, Upgraded to Ba2 (LGD4) from
Ba3 (LGD3)

Outlook Actions:

Issuer: Zebra Diamond Holdings Limited

Outlook, Assigned Positive

Issuer: Zebra Technologies Corporation

Outlook, Remains Positive

Zebra Technologies Corp. manufactures and markets rugged handheld
computers, barcode scanners, and specialized printers serving the
manufacturing, transportation and logistics, retail, healthcare
end-markets.


ZIVKO KNEZOVIC: $1.2M Sale Lincolnwood Property to Ardeleons Okayed
-------------------------------------------------------------------
Judge Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Zivko Knezovic's sale of
his interests in the real property commonly known as 6650 Nokomis,
Lincolnwood, Illinois, to George Ardeleon and Magdalena Ardeleon
for $1.2 million.

A Sale Hearing was held on June 7, 2018, at 10:00 a.m.

The Sale Agreement, all transactions contemplated thereby and all
of the terms and conditions thereof are approved and subject to the
payment of Bank of America's first mortgage indebtedness
encumbering the Property at the closing of the sale.  The closing
of the transactions memorialized in the Sale Agreement will occur
on July l5, 2018.  On June 11, 2018, the Debtor will request in
writing a payoff quote (i.e., a payoff letter) from Bank of America
setting forth the pay-off amount of Bank of America's first
mortgage indebtedness.

The net proceeds of sale will be held in the IOLTA Client Trust
Fund Account of attorney David Jankura pending further Order of the
Court, including subject to an Order confirming a Plan of
Reorganization, an Order dismissing the bankruptcy case or an Order
converting the bankruptcy case from a Chapter 11 to a Chapter 7.  

The term "net proceeds of sale" means the gross proceeds of sale
less prorated real estate taxes, transfer taxes, title charges,
escrow charges, cost of survey, other customary closing costs (not
attorney's fees or fees to any other professional) and the payment
to Bank of America to satisfy its first mortgage indebtedness
encumbering the Property.

                      About Zivko Knezovic

Zivko Knezovic is engaged in the business of owning and managing
real properties.  Zivko Knezovic sought Chapter 11 protection
(Bankr. N.D. Ill. Case No. 16-29208) on Sept. 13, 2016.  The Debtor
tapped Ariel Weissberg, Esq., at Weissberg & Associates, Ltd., as
counsel.


[*] Beard Group 25th Annual Distressed Investing Conference Nov. 26
-------------------------------------------------------------------
Conway MacKenzie is the latest sponsor for Beard Group's 2018
Distressed Investing (DI) Conference on Nov. 26, 2018.

Conway, a global management consulting and financial advisory firm,
joins law firm Foley & Lardner, DSI (Development Specialist Inc.),
provider of management consulting and financial advisory services,
and Longford Capital, a private investment company, in partnering
with the DI Conference, as it marks its Silver (25th) Anniversary
this year. This milestone denotes the event as the oldest,
influential DI conference in U.S. The day-long program will be held
at The Harmonie Club in New York City.  All four firms have been
supporting the DI Conference in past.

For a quarter of a century, the DI Conference's focus has been on
"Maximizing Profits in the Distressed Debt Market."  The event also
serves as a forum for leaders in corporate restructuring, lending
and debt and equity investments to gather and discuss the latest
topics and trends in the distressed investing industry, as well as
exchange ideas about high-profile chapter 11 bankruptcy proceedings
and out-of-court restructurings. These are distinguished
professionals who place their resources and reputations at risk to
produce stellar results by preserving jobs, rebuilding broken
businesses, and efficiently redeploying underutilized assets in the
marketplace.

The conference will also feature:

     * a luncheon presentation of the Harvey K. Miller Award to
       Edward I. Altman, Professor of Finance, Emeritus, New York
       University's Stern School of Business.  The award will be
       presented by last year's winner billionaire Marc Lasry,
       Altman's  former student.

     * an evening awards dinner recognizing the 2018 Turnarounds
       & Workouts Outstanding Young Restructuring Lawyers.

To register for the one-day conference visit:

          https://www.distressedinvestingconference.com/
     Discounted early registration tickets are now available.

To learn how you can be a sponsor and participate in shaping the
day-long program, contact:

            Bernard Tolliver at bernard@beardgroup.com
                   or Tel: (240) 629-3300 x-149

To learn about media sponsorship opportunities to bring your outlet
into the view of leaders in corporate restructuring, lending and
debt and equity investments, and

To expand your network of news sources, contact:

                 Jeff Baxt at jeff@beardgroup.com
                    or (240) 629-3300, ext 150


[^] BOOK REVIEW: The Story of The Bank of America
-------------------------------------------------
Author:  Marquis James and Bessie R. James
Publisher:  Beard Books
Softcover:  592 pages
List Price:  $31.80

Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/1587981459/internetbankrupt

The Bank of America began as the Bank of Italy in 1904.  A. P.
Giannini was motivated to found the Bank out of his indignation
over the neglect by other banks of the Italian community in San
Francisco's North Beach area. Local residents were quickly drawn to
Giannini's new type of bank suited for their social circumstances,
financial needs, and plans and aspirations. Before Giannini's Bank
of Italy, the field was dominated by large, well-connected, and
politically influential banks typified by the magnate J. P.
Morgan's House of Morgan catering to corporations and the wealthy
industrialists and their families of the Gilded Age.

Giannini's Bank proved to be a timely enterprise with great
potential far beyond its founder's original aims. The early 1900s
following the Gilded Age was a time of spreading democratization in
American society with large numbers of immigrants being
assimilated. It was also a time of considerable industrial growth
after the heyday of the tycoons such as Morgan, Rockefeller, and
Carnegie in the latter 1800s. Giannini's idea was also helped by
the growth of California in its early stages of becoming one of the
most prosperous and most populous states. As California grew, so
did the Bank of America.

A. P. Giannini was the perfect type of individual to oversee the
growth of a bank that stood in sharp contrast to the House of
Morgan and which reflected broad changes in American society and
business. Giannini followed the quick success of his North Beach
bank with Bank of Italy branches elsewhere in San Francisco. With
the success of these followed branches throughout California's
agricultural valleys and Los Angeles as Giannini reached out to
populations of other average persons generally ignored by the
traditional banks. Throughout the rapid growth of his bank,
Giannini never lost touch with his original motive for creating a
bank suited for the average individual. When he died at 80 years of
age in 1949, he lived in the same house as he did when he opened
the original Bank of Italy; and his estate was less than half a
million dollars.

Throughout all the stages of the Bank of America's growth, business
recessions and depressions, and changes in American society,
including increased government regulation, the Bank continued to
reflect its founder's purposes for it. In the 1920s, the Bank of
Italy became a part of the corporation Transamerica.  In 1930, the
Bank was merged with the Bank of America of California. The newly
formed bank was given the name the Bank of America National Trust
and Savings Association, with Giannini appointed as chairman of the
committee to work out the details of the merger. In 1930, he
selected Elisha Walker to head Transamerica so he could be free to
pursue his interest of establishing a national bank with the same
goals and nature as his original Bank of Italy. But becoming
alarmed over Walker's proposed measures for dealing with the
pressures of the Depression, Giannini waged a battle involving
board members, stockholders, and allies he had worked with in the
past to regain control of Transamerica. In 1936, A. P. Giannini's
son, Lawrence
Mario, succeeded his father as president of Bank of America, with
A. P. remaining as chairman of the board.

The story of Bank of America is largely the story of A. P.
Giannini: his ideas, his values, his ambitions, his goals, his
personality. The co-authors follow the stages of the Bank's growth
by focusing on the genteel, yet driven and innovative, A. P.
Giannini. There's a balance of basic business material such as
stock prices, rationale of momentous business decisions, and
balance-sheet data, with portrayals of outsized characters of the
time. Among these, besides Giannini, are the federal government
official Henry Morgenthau and Charles Stern, California's
superintendent of banks in the early 1900s. With this balance, The
Story of the Bank of America is an engaging and informative work
for readers of more technical business books and human-interest
business stories alike.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2018.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000.

                   *** End of Transmission ***